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Edelteq Holdings Berhad - Prospectus (Part 1)
Edelteq Holdings Berhad - Prospectus (Part 1)
Edelteq Holdings Berhad - Prospectus (Part 1)
(Unless otherwise indicated, specified or defined in this notice, the definitions in the Prospectus shall apply
throughout this notice)
Website
The Electronic Prospectus can be viewed or downloaded from Bursa Malaysia Securities Berhad's
("Bursa Securities") website at https://www.bursamalaysia.com/ ("Website").
Any applicant in doubt concerning the validity or integrity of the Electronic Prospectus should immediately
request a paper/printed copy of the Prospectus directly from the Company, UOB Kay Hian Securities (M)
Sdn Bhd ("UOBKH"), or Malaysian lssuing House Sdn Bhd. Alternatively, the applicant may obtain a copy
of the Prospectus from participating organisations of Bursa Securities, members of the Association of
Banks in Malaysia and members of the Malaysian lnvestment Banking Association.
Prospective investors should note that the Application Forms are not available in electronic format.
Jurisdictional Disclaimer
This distribution of the Electronic Prospectus and the sale of the units are subject to Malaysian law. Bursa
Securities, UOBKH and Edelteq take no responsibility for the distribution of the Electronic Prospectus
and/or the sale of ordinary shares in Edelteq ("Share(s)") outside Malaysia, which may be restricted by
law in other jurisdictions. The Electronic Prospectus does not constitute and may not be used for the
purpose of an offer to sell or an invitation of an offer to buy any Shares, to any person outside Malaysia or
in any jurisdiction in which such offer or invitation is not authorised or lawful or to any person to whom it is
unlawful to make such offer or invitation. Persons who may be in possession of the Prospectus are
required to inform themselves of and to observe such restrictions.
Close of Application
Applications will be accepted from 10.00 a.m. on 9 May 2023 and will close at 5.00 p.m. on 17 May 2023.
If there are any changes to the timetable, the Company will advertise a notice of the changes in a widely
circulated English and Bahasa Malaysia newspaper within Malaysia.
The Electronic Prospectus made available on the Website after the closing of the application period is
made available solely for informational and archiving purposes. No securities will be allotted or issued on
the basis of the Electronic Prospectus after the closing of the application period.
Persons Responsible for the lnternet Site in which the Electronic Prospectus is Posted
The Electronic Prospectus which is accessible at the Website is owned by Bursa Securities. Users'
access to the Website and the use of the contents of the Website and/or any information in whatsoever
form arising from the Website shall be conditional upon acceptance of the terms and conditions of use as
contained in the Website.
The contents of the Electronic Prospectus are for informational and archiving purposes only and are not
intended to provide investment advice of any form or kind, and shall not at any time be relied upon as
such.
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PROSPECTUS
PROSPECTUS
PROSPECTUS
EDELTEQ
HOLDINGS BERHAD :::l
(Registration No. 201901033362 (1342692-X))
(Incorporated in Malaysia under the Companies Act 2016)
I-
U
18, 20 & 22, Lorong Impian Ria 4, W
Taman Impian Ria,
14000 Bukit Mertajam,
Il.
Pulau Penang.
en
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It
Il.
EDELTEQ INITIAL PUBLIC OFFERING (“IPO”) OF 143,200,000 ORDINARY
SHARES IN EDELTEQ HOLDINGS BERHAD (“EDELTEQ” OR
HOLDINGS BERHAD “COMPANY”) IN CONJUNCTION WITH THE LISTING OF AND
QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARE
Principal Adviser, Sponsor, (B) 63,370,000 NEW ISSUE SHARES BY WAY OF PRIVATE
Underwriter and Placement Agent PLACEMENT TO SELECTED INVESTORS;
THE ACE MARKET IS AN ALTERNATIVE MARKET DESIGNED PRIMARILY FOR EMERGING CORPORATIONS THAT MAY CARRY HIGHER
INVESTMENT RISK WHEN COMPARED WITH LARGER OR MORE ESTABLISHED CORPORATIONS LISTED ON THE MAIN MARKET. THERE IS ALSO
NO ASSURANCE THAT THERE WILL BE A LIQUID MARKET IN THE SHARES OR UNITS OF SHARES TRADED ON THE ACE MARKET. YOU SHOULD
BE AWARE OF THE RISKS OF INVESTING IN SUCH CORPORATIONS AND SHOULD MAKE THE DECISION TO INVEST ONLY AFTER CAREFUL
CONSIDERATION.
THE ISSUE, OFFER OR INVITATION FOR THE OFFERING IS A PROPOSAL NOT REQUIRING APPROVAL, AUTHORISATION OR RECOGNITION OF
THE SECURITIES COMMISSION MALAYSIA (“SC”) UNDER SECTION 212(8) OF THE CAPITAL MARKETS AND SERVICES ACT 2007.
THIS PROSPECTUS HAS BEEN REGISTERED BY BURSA SECURITIES. THE REGISTRATION OF THIS PROSPECTUS, SHOULD NOT BE TAKEN TO
INDICATE THAT BURSA SECURITIES RECOMMENDS THE OFFERING OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENT
MADE, OPINION EXPRESSED OR REPORT CONTAINED IN THIS PROSPECTUS. BURSA SECURITIES HAS NOT, IN ANY WAY, CONSIDERED THE
MERITS OF THE SECURITIES BEING OFFERED FOR INVESTMENT.
BURSA SECURITIES IS NOT LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF THE COMPANY AND TAKES NO RESPONSIBILITY FOR THE
CONTENTS OF THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIMS ANY
LIABILITY FOR ANY LOSS YOU MAY SUFFER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS
PROSPECTUS.
NO SECURITIES WILL BE ALLOTTED OR ISSUED BASED ON THIS PROSPECTUS AFTER 6 MONTHS FROM THE DATE OF THIS PROSPECTUS.
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A
PROFESSIONAL ADVISER.
FOR INFORMATION CONCERNING RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS”
COMMENCING ON PAGE 197.
www.edelteq.com T h i s P rospectus i s d a te d 9 m a y 2 0 2 3
RegistrationNo.
Registration No.201901033362
201901033362(1342692-X)
(1342692-X)
RESPONSIBILITY STATEMENTS
Our Directors, Promoters and Offerors (as defined herein) have seen and approved this Prospectus.
They collectively and individually accept full responsibility for the accuracy of the information contained
in this Prospectus. Having made all reasonable enquiries, and to the best of their knowledge and belief,
they confirm that there is no false or misleading statement or other facts which if omitted, would make
any statement in this Prospectus false or misleading.
UOB Kay Hian Securities (M) Sdn Bhd, our Principal Adviser, Sponsor, Underwriter and Placement
Agent, acknowledges that, based on all available information and to the best of its knowledge and belief,
this Prospectus constitutes a full and true disclosure of all material facts concerning our IPO.
STATEMENTS OF DISCLAIMER
Approval has been granted by Bursa Securities for the listing of and quotation for our Shares. Admission
to the Official List of Bursa Securities is not to be taken as an indication of the merits of our IPO, our
Company or our Shares.
Bursa Securities is not liable for any non-disclosure on the part of our Company and takes no
responsibility for the contents of this Prospectus, makes no representation as to its accuracy or
completeness and expressly disclaims any liability for any loss you may suffer arising from or in reliance
upon the whole or any part of the contents of this Prospectus.
This Prospectus, together with the Application Form (as defined herein), has also been lodged with the
Registrar of Companies, who takes no responsibility for its contents.
OTHER STATEMENTS
Investors should note that they may seek recourse under Sections 248, 249 and 357 of the Capital
Markets and Services Act 2007 for breaches of securities laws including any statement in this
Prospectus that is false, misleading, or from which there is a material omission; or for any misleading or
deceptive act in relation to this Prospectus or the conduct of any other person in relation to our Company.
Our Shares are offered to the public on the premise of full and accurate disclosure of all material
information concerning our IPO, for which any person set out in Section 236 of the Capital Markets and
Services Act 2007, is responsible.
Our Shares are classified as Shariah compliant by the SAC. This classification remains valid from the
date of issue of this Prospectus until the next Shariah compliance review undertaken by the SAC. The
new status is released in the updated list of Shariah-compliant securities, on the last Friday of May and
November.
This Prospectus has not been and will not be made to comply with the laws of any jurisdiction other than
Malaysia, and has not been and will not be lodged, registered or approved pursuant to or under any
applicable securities or equivalent legislation or with or by any regulatory authority or other relevant body
of any jurisdiction other than Malaysia.
We will not, prior to acting on any acceptance in respect of our IPO, make or be bound to make any
enquiry as to whether you have a registered address in Malaysia and will not accept or be deemed to
accept any liability in relation thereto, whether or not any enquiry or investigation is made in connection
therewith.
This Prospectus is prepared and published solely for our IPO in Malaysia under the laws of Malaysia.
Our Shares are issued and offered in Malaysia solely based on the contents of this Prospectus. Our
Directors, Promoters, Offerors, and Principal Adviser, Sponsor, Underwriter and Placement Agent have
not authorised anyone to provide you with information which is not contained in this Prospectus.
The distribution of this Prospectus and our IPO are subject to the laws of Malaysia. Our Company,
Promoters, Offerors and Principal Adviser, Sponsor, Underwriter and Placement Agent take no
responsibility for the distribution of this Prospectus (in preliminary or final form) outside Malaysia. No
action has been taken to permit a public offering of the securities of our Company based on this
Prospectus or the distribution of this Prospectus outside Malaysia.
i
i
Registration
RegistrationNo.
No.201901033362
201901033362(1342692-X)
(1342692-X)
This Prospectus may not be used for the purpose of and does not constitute an offer to sell or an
invitation to buy the securities offered in our IPO in any jurisdiction or in any circumstances in which
such an offer or invitation is not authorised or is unlawful. This Prospectus shall also not be used to
make an offer of or invitation to buy the securities offered in our IPO to any person to whom it is unlawful
to do so. Our Company, Promoters, Offerors and Principal Adviser, Sponsor, Underwriter and
Placement Agent require you to inform yourselves of and to observe such restrictions.
It shall be your sole responsibility, if you are or may be subject to the laws of any countries or jurisdictions
other than Malaysia to consult your legal and / or other professional adviser as to whether your
application for our IPO would result in the contravention of any laws of such countries or jurisdictions.
Neither we nor our Principal Adviser, Sponsor, Underwriter and Placement Agent nor any other advisers
in relation to our IPO shall accept any responsibility or liability in the event that any application made by
you shall become illegal, unenforceable, avoidable or void in any such country or jurisdiction.
Further, it shall be your sole responsibility to ensure that your application for our IPO would be in
compliance with the terms of our IPO and would not be in contravention of any laws of countries or
jurisdictions other than Malaysia to which you may be subjected to. We will further assume that you had
accepted our IPO in Malaysia and will at all applicable times be subjected only to the laws of Malaysia
in connection therewith.
However, we reserve the right, in our absolute discretion, to treat any acceptances as invalid if we
believe that such acceptance may violate any law or applicable legal or regulatory requirements.
ELECTRONIC PROSPECTUS
This Prospectus can also be viewed or downloaded from Bursa Securities' website at
www.bursamalaysia.com. The contents of the Electronic Prospectus (as defined herein) are as per the
contents of this Prospectus registered by Bursa Securities.
You are advised that the internet is not a fully secured medium, and that your Internet Share Application
(as defined herein) is subject to the risk of problems occurring during data transmission, computer
security threats such as viruses, hackers and crackers, faults with computer software and other events
beyond the control of the Internet Participating Financial Institutions (as defined herein). These risks
cannot be borne by the Internet Participating Financial Institutions.
If you are in doubt as to the validity or integrity of the Electronic Prospectus, you should immediately
request from us, our Principal Adviser or the Issuing House (as defined herein), a paper / printed copy
of this Prospectus.
In the event of any discrepancies arising between the contents of the Electronic Prospectus and the
contents of the paper / printed copy of this Prospectus for any reason whatsoever, the contents of the
paper / printed copy of this Prospectus, which are identical to the copy of this Prospectus registered by
Bursa Securities, shall prevail.
In relation to any reference in this Prospectus to third party internet sites (referred to as "Third Party
Internet Sites"), whether by way of hyperlinks or by way of description of the Third Party Internet Sites,
you acknowledge and agree that:
(i) we and our Principal Adviser do not endorse and are not affiliated in any way with the Third
Party Internet Sites and are not responsible for the availability of, or the contents or any data,
information, files or other material provided on the Third Party Internet Sites. You shall bear all
risks associated with the access to or use of the Third Party Internet Sites;
(ii) we and our Principal Adviser are not responsible for the quality of products or services in the
Third Party Internet Sites, particularly for fulfilling any of the terms of your agreements with the
Third Party Internet Sites. We and our Principal Adviser are also not responsible for any loss,
damage or cost that you may suffer or incur in connection with or as a result of dealing with the
Third Party Internet Sites or the use of or reliance on any data, information, files or other material
provided by such parties; and
ii
ii
Registration
RegistrationNo.
No.201901033362
201901033362(1342692-X)
(1342692-X)
(iii) any data, information, files or other material downloaded from the Third Party Internet Sites is
done at your own discretion and risk. We and our Principal Adviser are not responsible, liable
or under obligation for any damage to your computer system or loss of data resulting from the
downloading of any such data, information, files or other material.
Where an Electronic Prospectus is hosted on the website of the Internet Participating Financial
Institutions, you are advised that:
(i) the Internet Participating Financial Institutions are liable in respect of the integrity of the contents
of the Electronic Prospectus, to the extent of the contents of the Electronic Prospectus situated
on the web server of the Internet Participating Financial Institutions which may be viewed via
your web browser or other relevant software. The Internet Participating Financial Institutions
shall not be responsible in any way for the integrity of the contents of the Electronic Prospectus
which has been downloaded or otherwise obtained from the web server of the Internet
Participating Financial Institutions and thereafter communicated or disseminated in any manner
to you or other parties; and
(ii) while all reasonable measures have been taken to ensure the accuracy and reliability of the
information provided in the Electronic Prospectus, the accuracy and reliability of the Electronic
Prospectus cannot be guaranteed as the internet is not a fully secured medium.
The Internet Participating Financial Institutions shall not be liable (whether in tort or contract or
otherwise) for any loss, damage or cost, you or any other person may suffer or incur due to, as a
consequence of or in connection with any inaccuracies, changes, alterations, deletions or omissions in
respect of the information provided in the Electronic Prospectus which may arise in connection with or
as a result of any fault or faults with web browsers or other relevant software, any fault or faults on your
or any third party's personal computer, operating system or other software, viruses or other security
threats, unauthorised access to information or systems in relation to the website of the Internet
Participating Financial Institutions, and / or problems occurring during data transmission, which may
result in inaccurate or incomplete copies of information being downloaded or displayed on your personal
computer.
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
INDICATIVE TIMETABLE
Issuance of this Prospectus / Opening of the application period 10.00 a.m., 9 May 2023
for our IPO
Closing of the application period for our IPO 5.00 p.m., 17 May 2023
If there is any change to the timetable, we will advertise the notice of the change in a widely circulated
Bahasa Malaysia and English daily newspaper in Malaysia and make an announcement on Bursa
Securities' website.
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
PRESENTATION OF INFORMATION
All references to "Edelteq" or "our Company" in this Prospectus are to Edelteq Holdings Berhad, while
references to "Edelteq Group" or "our Group" are to our Company and our Subsidiaries, namely ETSB,
EVSB, CESB, ETMSB and DTSB (as defined in the definitions). References to "we", "us", "our" and
"ourselves" are to our Company or our Group or any member of our Group, as the context requires.
Unless the context otherwise requires, references to "Management" are to our Directors and our Key
Senior Management as disclosed in this Prospectus and statements as to our beliefs, expectations,
estimates and opinions are those of our Management.
Certain abbreviations, acronyms and technical terms used are defined in the "Definitions" and "Glossary
of Technical Terms" sections of this Prospectus. Words denoting the singular shall, where applicable,
include the plural and vice versa. Words denoting the masculine gender shall, where applicable, include
the feminine and neuter genders and vice versa. References to persons shall include companies and
corporations.
In this Prospectus, references to the "Government" are to the Government of Malaysia, and references
to "RM" and "sen" are to the lawful currency of Malaysia. The word "approximately" used in this
Prospectus is to indicate that a number is not an exact one, but that number is usually rounded off to
the nearest hundredth or 2 decimal places. Any discrepancies in the tables included in this Prospectus
between the amounts listed and the total thereof are due to rounding.
If there are any discrepancies or inconsistencies between the English and Bahasa Malaysia versions
of this document, the English version shall prevail. Any reference to dates and times in this Prospectus
are references to dates and times in Malaysia.
Any reference to any provisions of the statutes, rules, regulations, enactments or rules of stock
exchange in this Prospectus shall (where the context admits), be construed as a reference to provisions
of such statutes, rules, regulations, enactments or rules of stock exchange (as the case may be) as
modified by any written law or (if applicable) amendment or re-enactment to statutes, rules, regulations,
enactments, or rules of stock exchange for the time being in force.
This Prospectus includes statistical data provided by our Management and various third parties and
cites third party projections regarding growth and performance of the market and industry in which our
Group operates or are exposed to. This data is taken or derived from information published by industry
sources and from our internal data. In each such case, the source is stated in this Prospectus. Where
no source is stated, it can be assumed that the information originates from our Management.
In particular, certain information in this Prospectus is extracted or derived from the report on 11 April
2023 prepared by SMITH ZANDER (as defined herein), an independent market researcher. We have
appointed SMITH ZANDER to provide an independent market and industry review. In compiling their
data for the review, SMITH ZANDER relied on its research methodology, industry sources, sources
from government bodies, published materials and their own private databases.
The information on our website, or any website directly or indirectly linked to such website does not
form part of this Prospectus and you should not rely on it.
vv
Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. All statements other than statements of historical
facts included in this Prospectus, including, without limitation, those regarding our financial position,
business strategies, prospects, plans and objectives of our Company for future operations, are forward
-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties,
contingencies and other factors which may cause our actual results, our performance or achievements,
or industry results, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking statements are based
on numerous assumptions regarding our present and future business strategies and the environment
in which we will operate in the future. Such forward-looking statements reflect our current views with
respect to future events and are not a guarantee of future performance.
Forward-looking statements can be identified by the use of forward-looking terminology such as the
words "may", "will", "would", "could", "believe", "expect", "anticipate", "intend", "estimate", "aim", "plan",
"forecast", or similar expressions and include all statements that are not historical facts. Such forward-
looking statements include, without limitation, statements relating to:
(ii) our financial performance and financing plans including earnings, cash flow and liquidity;
(iv) our business strategies, trends and competitive position and the effect of such competition;
(v) the plans and objectives of our Company for future operations; and
(vi) the general industry environment, including the demand and supply for our products and
services.
Our actual results may defer materially from information contained in such forward-looking statements
as a result of a number of factors including, without limitations:
(i) the economic, political and investment environment in Malaysia and globally; and
Additional factors that could cause actual results, performance or achievements to differ materially
include, but are not limited to those discussed in Section 9 on "Risk Factors" and Section 12.3 on
"Management's Discussion and Analysis of Financial Condition and Results of Operations". We cannot
give any assurance that the forward-looking statements made in this Prospectus will be realised. Such
forward-looking statements are made only as at the date of this Prospectus.
Should we become aware of any subsequent material change or development affecting matter
disclosed in this Prospectus arising from the date of registration of this Prospectus but before the date
of allotment of the IPO Shares, we shall further issue a supplemental or replacement prospectus, as
the case may be, in accordance with the provisions of Section 238(1) of the CMSA and Paragraph 1.02,
Chapter 1 of Part II (Division 6) of the Prospectus Guidelines (Supplementary and Replacement
Prospectus).
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS
The following definitions shall apply throughout this Prospectus unless the definitions are defined
otherwise or the context requires otherwise:
GENERAL
Acquisition of CESB : Acquisition by Edelteq of the entire issued share capital of CESB of
RM100,000 comprising 100,000 ordinary shares for a total purchase
consideration of RM919,173 being fully satisfied via the issuance of
26,262,086 new Shares at an issue price of RM0.035 per Share. The
conditional share sale agreement for the Acquisition of CESB was
completed on 24 March 2023 and the new Shares were allotted and
issued on 30 March 2023
Acquisition of DTSB : Acquisition by Edelteq of the entire issued share capital of DTSB of
RM100,000 comprising 100,000 ordinary shares for a total purchase
consideration of RM449,037 being fully satisfied via the issuance of
12,829,629 new Shares at an issue price of RM0.035 per Share. The
conditional share sale agreement for the Acquisition of DTSB was
completed on 24 March 2023 and the new Shares were allotted and
issued on 30 March 2023
Acquisition of ETMSB : Acquisition by Edelteq of the entire issued share capital of ETMSB of
RM1,000,000 comprising 1,000,000 ordinary shares for a total purchase
consideration of RM4,982,459 being fully satisfied via the issuance of
142,355,972 new Shares at an issue price of RM0.035 per Share The
conditional share sale agreement for the Acquisition of ETMSB was
completed on 24 March 2023 and the new Shares were allotted and
issued on 30 March 2023
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vii
Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
Acquisition of ETSB : Acquisition by Edelteq of the entire issued share capital of ETSB of
RM200,000 comprising 200,000 ordinary shares for a total purchase
consideration of RM7,570,172 being fully satisfied via the issuance of
216,290,629 new Shares at an issue price of RM0.035 per Share. The
conditional share sale agreement for the Acquisition of ETSB was
completed on 24 March 2023 and the new Shares were allotted and
issued on 30 March 2023
Acquisition of EVSB : Acquisition by Edelteq of the remaining 49.00% issued share capital of
EVSB of RM200,000 comprising 200,000 ordinary shares for a total
purchase consideration of RM197,906 being fully satisfied via the
issuance of 5,654,457 new Shares at an issue price of RM0.035 per
Share. The conditional share sale agreement for the Acquisition of EVSB
was completed on 24 March 2023 and the new Shares were allotted and
issued on 30 March 2023
Aicode Labs : Aicode Labs Sdn Bhd (Registration No. 201901044357 (1353687-H))
Application : The application for the IPO Shares by way of Application Form, the
Electronic Share Application and / or the Internet Share Application
Application Form : The printed application form for the application of our IPO Shares
Batu Kawan Land : A piece of leasehold land described as H.S.(D) 51229, PT 6139, Mukim
13, Daerah Seberang Perai Selatan, Negeri Pulau Pinang measuring
approximately 63,745.70 sq. ft.
Bursa Depository or : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854
Depository (165570-W))
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
CDS Account : Account established for a Depositor by Bursa Depository for the
recording of deposits or withdrawals of securities and for dealings in such
securities by the Depositor
Directors : The director(s) of our Company and shall have the meaning given in
Section 2(1) of the CMSA
Electronic Prospectus : A copy of this Prospectus that is issued, circulated or disseminated via
the internet, and / or an electronic storage medium, including but not
limited to CD-ROMs (compact disc read-only memory)
Electronic Share : An application for the IPO Shares through a Participating Financial
Application Institution's ATM
Eligible Persons : Collectively, the eligible employees of our Group and persons who have
contributed to the success of our Group
Executive Directors : Collectively, Chin Yong Keong and Khong Chee Seong
Financial Years Under : Collectively, FYE 2019, FYE 2020, FYE 2021 and FYE 2022
Review
GP : Gross profit
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ix
Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
IMR Report : The independent market research report titled "Independent Market
Research Report on the IC Assembly and Test Segment of the
Semiconductor Industry and Semiconductor Engineering Support
Industry" prepared by the IMR
Internet Participating : Participating financial institutions for the Internet Share Application, as
Financial Institutions listed in Section 16 of this Prospectus
Internet Share : Application for the IPO Shares through an online share application
Application service provided by the Internet Participating Financial Institutions
IPO : Collectively, initial public offering comprising the Public Issue and Offer
for Sale
Issue Share(s) : The 100,000,000 new Shares to be issued pursuant to the Public Issue
Key Senior : Collectively, Chin Yong Keong, Khong Chee Seong, Chin Yuen Fong,
Management Yap Hooi Min and Lee Kim Loon
Listing : The admission to the Official List and the listing and quotation of our
entire enlarged issued share capital on the ACE Market
Lot 9 Asasjaya : A double-storey semi-detached light industry factory with built up area of
3,965.42 sq. ft. erected on GM 10152, Lot 32702, Mukim 14, Daerah
Seberang Perai Tengah, Negeri Pulau Pinang bearing the postal
address at 9, Lorong Asasjaya 19, Kawasan Industri Ringan Asasjaya,
14000 Bukit Mertajam, Pulau Pinang
Lot 11 Asasjaya : A double-storey semi-detached light industry factory with built up area of
3,965.42 sq. ft. erected on GM 10153, Lot 32703, Mukim 14, Daerah
Seberang Perai Tengah, Negeri Pulau Pinang bearing the postal
address at 11, Lorong Asasjaya 19, Kawasan Industri Ringan Asasjaya,
14000 Bukit Mertajam, Pulau Pinang
Lot 17 : A shop office erected on Geran Mukim 3310, Lot 10123 and Geran
Mukim 3395, Lot 10217, both in Mukim 14, Daerah Seberang Perai
Tengah, Negeri Pulau Pinang measuring 111 sq. m. bearing the postal
address at No. 17, Lorong Impian Ria 6, Taman Impian Ria, 14000 Bukit
Mertajam, Pulau Pinang
LPD : 10 April 2023, being the latest practicable date prior to the issuance of
this Prospectus
xx
Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
Market Day : A day on which Bursa Securities is open for trading in securities
MCO : Movement control order implemented under the Prevention and Control
of Infectious Diseases Act 1988 and Police Act 1967 as a preventive
measure to curb the spread of COVID-19 in Malaysia
MIH or Issuing House : Malaysian Issuing House Sdn Bhd (Registration No. 199301003608
(258345-X))
NA : Net assets
Offer for Sale : Offer for sale by the Offerors of 43,200,000 existing Shares representing
approximately 8.11% of the enlarged issued share capital of our
Company, at the IPO Price
Offer Shares : The 43,200,000 existing Share(s) to be offered by the Offerors pursuant
to the Offer for Sale
Participating Financial : Participating financial institutions for the Electronic Share Application, as
Institutions listed in Section 16 of this Prospectus
Pink Form Allocation : The allocation of 10,000,000 Issue Shares to the Eligible Persons
Pink Form Shares : 10,000,000 Issue Shares made available for application by the Eligible
Persons under the Pink Form Allocation
Pioneer Status : Letter of approval dated 2 October 2019 from MIDA to EVSB approving
Approval its pioneer status for tax incentives, for the production of reel auto
changer and cassette loader, automated inspection machine, parts and
components for semiconductor machines and factory automation
systems for a 5 years tenure
Pioneer Status : Pioneer Status Certificates granted by MIDA to ETSB on 17 March 2021
Certificates and 23 December 2021
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
Promoters or Offerors : Collectively, Chin Yong Keong, Khong Chee Seong, and Chin Yuen
Fong
Proposed Batu Kawan : A factory having the built-up area of approximately 43,500 sq. ft. to be
Factory constructed on Batu Kawan Land
Public Issue : Public issue of 100,000,000 new Issue Shares at the IPO Price in the
following manner:
(iii) 10,000,000 new Issue Shares made available for the Eligible
Persons,
Share Split : Share split involving the subdivision of 1,020,000 existing Shares (after
the completion of Capitalisation) into 29,142,857 Shares, which was
completed on 28 July 2022
UK : United Kingdom
Underwriting : Underwriting agreement dated 30 March 2023 entered into between our
Agreement Company and the Underwriter for the purpose of our IPO
UOBKH or Principal : UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423
Adviser or Sponsor or (194990-K))
Underwriter or
Placement Agent
YA : Years of Assessment
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201901033362 (1342692-X)
(1342692-X)
DEFINITIONS (CONT'D)
CURRENCY
USD : United States Dollar, the lawful currency of the United States
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
The following technical terms in this Prospectus bear the same meanings as set out below unless the
term is defined otherwise or the context requires otherwise:
Capacitor : A device that is used to store electric charge, consisting of one or more
pairs of conductors separated by an insulator
Diode : An electrical component with two terminals that conducts current in one
direction
DUT : A device under test card that is used to hold ICs to undergo burn-in test
Early life failure : Also known as infant mortality, it is a measurement on the possibility
for early failure of a semiconductor device in which this phase is
characterised by a relatively higher initial failure rate
Micro fiducial marks : Recognition marks on bare metal plates that act as reference points for
die attach and dicing
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201901033362 (1342692-X)
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PCB : Printed circuit board is a flat base of insulating materials with tracks
made of conductive material (such as copper) which mechanically
supports and electrically connects electronic components that have
been mounted onto the material
Pneumatic cylinder : A mechanical device that produces force by using energy from
pressurised air
Semiconductor : A device made from material with electrical conductivity that enables it
to serve as a foundation for electronic devices. Semiconductors are
technology enablers for products such as memory chips, computers,
mobile phones, home appliances, and medical equipment
Shortwave infrared : An electromagnetic spectrum band that lies within the infrared range,
covering electromagnetic wavelengths ranging from approximately
1,000 to 3,000 nanometres
Transistor : A device that is used to amplify or switch electrical signals and power
Wafer pre-aligner : An equipment used to move a wafer to place it at the desired position
and orientation
Wave soldering : A large-scale soldering process used for the manufacturing of printed
circuit boards
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
TABLE OF CONTENTS
PAGE
1. CORPORATE DIRECTORY 1
3. PROSPECTUS SUMMARY 8
3.1 Principal details of the IPO 8
3.2 Background and overview 8
3.3 Competitive strengths 10
3.4 Business strategies and future plans 11
3.5 Interruption to our business 13
3.6 Risk factors 14
3.7 Directors and Key Senior Management of our Group 15
3.8 Promoters and substantial shareholders 15
3.9 Utilisation of proceeds from the IPO 16
3.10 Financial and Operational highlights 16
3.11 Dividend policy 17
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PAGE
7. BUSINESS OVERVIEW 93
7.1 Background and history 93
7.2 Our principal activities and business model 99
7.3 Competitive strengths 117
7.4 Business strategies and future plans 122
7.5 Principal business segments and market 128
7.6 Major customers 129
7.7 Major suppliers 132
7.8 Operational processes 135
7.9 Quality control procedures and certifications 139
7.10 Technology 140
7.11 Types, sources and availability of supplies 140
7.12 Operating capacity and utilisation 141
7.13 Sales and marketing activities 145
7.14 Seasonality and cyclicality 146
7.15 Employees 147
7.16 D&D and R&D 149
7.17 Interruptions to our business 150
7.18 Major approvals, licences and permits obtained 152
7.19 Information on material lands and buildings 163
7.20 Governing laws and regulations including environmental concerns 171
7.21 Environmental, social and governance practices 171
7.22 Material dependency on contracts, agreements, documents or other 172
arrangements
7.23 Intellectual properties rights 173
7.24 Additional disclosure / other matters 175
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13. ACCOUNTANTS' REPORT 266
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1. CORPORATE DIRECTORY
BOARD OF DIRECTORS
Datuk Johar Bin Che Mat No. 4, Jalan SS7/11 Kelana Jaya Malaysian /
(Independent Non-Executive Chairman) 47300 Petaling Jaya Male
Selangor
AUDIT COMMITTEE
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201901033362 (1342692-X)
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Bursa Securities had, vide its letter dated 9 March 2023, approved our admission to the Official
List and the listing and quotation of our entire enlarged issued share capital on the ACE Market.
The approval from Bursa Securities is subject to the following conditions:
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201901033362 (1342692-X)
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Bursa Securities had also, vide its letter dated 9 March 2023, approved our application for
waiver in complying with Rule 3.06 of the Listing Requirements to which an applicant who is
seeking an admission to the Official List must have continuity of substantially the same
management at the level of executive directors and senior management for 3 full financial years
before submitting its listing application to Bursa Securities or since commencement of its
operations (if less than 3 full financial years).
2.1.2 SC
Our Listing is an exempt transaction under Section 212(8) of the CMSA and is therefore not
subject to the approval of the SC.
The SC had, via its letter dated 13 March 2023, approved the resultant equity structure of our
Company pursuant to our Listing under the Bumiputera equity requirement for public listed
companies, subject to the following conditions:
2.1.3 SAC
The SAC had, vide its letter dated 20 March 2023, classified our securities as Shariah-compliant
based on our audited combined financial statements for the FYE 2021 and the pro forma
consolidated statements of financial position as at 31 December 2021.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
Pursuant to Rule 3.19 of the Listing Requirements, a moratorium will be imposed on the sale, transfer or assignment of Shares held by our Promoters
as follows:
(i) The moratorium applies to our Promoters' entire shareholdings for a period of 6 months from the date of our admission to the Official List ("First
6-Month Moratorium");
(ii) Upon the expiry of the First 6-Month Moratorium, we must ensure that our Promoters' aggregate shareholdings amounting to at least 45.00%
of our total number of issued Shares (adjusted for any bonus issue or subdivision of shares) remain under moratorium for a further period of 6
months ("Second 6-Month Moratorium"); and
(iii) Upon the expiry of the Second 6-Month Moratorium, our Promoters may sell, transfer or assign up to a maximum of 1/3 per annum (on a
straight-line basis) of their Shares held under moratorium.
The details of our Shares which will be subject to moratorium are as follows:
Note:
(1) Based on the enlarged issued share capital of 532,535,630 Shares after our IPO.
Our Promoters have fully accepted the moratorium and have each furnished a letter of undertaking to Bursa Securities that they will not sell, transfer
or assign any part of their respective shareholdings in our Company during the moratorium period.
The moratorium, which is fully acknowledged by our Promoters, is specifically endorsed on the share certificates representing their shareholdings which
are under moratorium to ensure that our Share Registrar will not register any sale, transfer and assignment that contravenes the aforesaid restriction
imposed.
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Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
3. PROSPECTUS SUMMARY
THIS PROSPECTUS SUMMARY ONLY HIGHLIGHTS THE KEY INFORMATION FROM OTHER
PARTS OF THIS PROSPECTUS. IT DOES NOT CONTAIN ALL THE INFORMATION THAT MAY BE
IMPORTANT TO YOU. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THE WHOLE
PROSPECTUS PRIOR TO DECIDING ON WHETHER TO INVEST IN OUR SHARES.
The following details relating to our IPO are derived from the full text of this Prospectus and
should be read in conjunction with that text:
No. of Shares
Please refer to Section 4 of this Prospectus for further details on our IPO.
In compliance with Rule 3.19(1) of the Listing Requirements, a moratorium will be imposed on
the sale, transfer or assignment of our Shares held by our Promoters. Further details on
moratorium on our shares are set out in Section 2.2 of this Prospectus.
Our Company was incorporated in Malaysia under the Act on 18 September 2019 as a private
limited company under the name of Edelteq Holdings Sdn Bhd. On 20 September 2022, our
Company was converted into a public limited company for the purpose of the Listing. Our Group
commenced operations through the incorporation of Dysteq Technology (M) Sdn Bhd (which
changed its name to ETMSB on 8 October 2019) on 24 June 2004. As at the LPD, our group
structure is as follows:
Edelteq
Our Company is an investment holding company and through our Subsidiaries, we are
principally involved in the provision of engineering support for IC assembly (a process which
involves the attaching of an IC to a die attach pad i.e. a metallic device used to connect the IC
to a circuit board) and test processes (test carried out in the process of manufacturing
semiconductors) in the semiconductor industry.
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Audited
FYE 2019 FYE 2020 FYE 2021 FYE 2022
RM'000 % RM'000 % RM'000 % RM'000 %
Malaysia 11,849 95.76 16,206 97.13 18,998 79.32 18,906 77.61
Overseas (i.e. 525 4.24 479 2.87 4,952 20.68 5,454 22.39
Singapore, China,
Thailand and United
States
Total 12,374 100.00 16,685 100.00 23,950 100.00 24,360 100.00
Further details on our Group's history and business activities are set out in Sections 6 and 7 of
this Prospectus.
3.3 COMPETITIVE STRENGTHS
3.3.1 We have a strong portfolio of multinational customers in the semiconductor industry
with established longstanding relationship through repeat orders
Our customers are primarily multinational IDMs and OSATs located in Malaysia and overseas
such as Singapore, Thailand, China and the United States. We also have other multinational
customers comprising Customer A and Infineon Technologies (Malaysia) Sdn Bhd. We deal
directly with these multinational customers (i.e. the local subsidiaries of multinational
companies or directly with the main companies of the multinational companies based overseas)
in the semiconductor industry and we do not rely on any intermediary / main contractor in our
dealings with the multinational companies. Since securing these customers, we have managed
to retain longstanding business relationship through repeat orders as evidenced by the length
of relationships with some of our major customers in the Financial Years Under Review which
ranges from 1 year to 19 years. During the Financial Years Under Review, we have a total of
36, 35, 39 and 33 active customers (who contributed revenue to our Group), out of which 16,
18, 18 and 18 are multinational customers respectively while the remaining are local
companies; and the length of relationship our Group has with these multinational customers
ranges from 1 year to 19 years. Among the 36, 35, 39 and 33 active customers in the Financial
Years Under Review, we managed to secure 3, 7, 11 and 5 new customers in the respective
years. Our success in securing new customers and retaining our existing customers is a
testament of our product quality, customer service and proven industry track record.
3.3.2 We have the engineering and technical abilities as well as an experienced and
technically skilled key management team to adapt our products to the constantly
evolving landscape of the semiconductor industry
We have been developing products to support the IC assembly and test processes, and have
adapted our products and technologies to suit the evolving nature of the semiconductor
industry. We have been developing IC burn-in boards that are able to test different types and
sizes of ICs. Further, we are able to customise ATE for IC assembly and test processes, as
well as providing value added services in which we refurbish used IC assembly and test
consumables and machines to increase their lifespan. With the range of products that primarily
support the IC assembly and test processes, we are able to cross-sell our products to
customers, thereby increasing our sales. The adaptability and resilience of our engineering and
technical abilities have been fundamental to the growth of our business and will continue to
ensure that we remain sustainable over the long term.
Additionally, our Group is led by an experienced and technically skilled key management team
that has accumulated years of industry experience and / or in-depth knowledge of our business
operations. Our Executive Director / Group CEO, Chin Yong Keong and our Executive Director
/ Business Unit Director, Khong Chee Seong, have over 28 years and 27 years of experience
in the semiconductor industry, respectively. Our Group's Executive Directors are supported by
a team of technical personnel with in-depth knowledge and expertise in their respective fields.
As a result, there is a transference of skills and knowledge to employees at all levels in our
organisational structure. Their hands-on involvement in our Group demonstrates their strong
commitment to our growth as we continue to expand.
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3.3.3 Our products achieve the quality standards required by our customers
To ensure that we are able to deliver products that meet the expectation of our customers, we
have in place quality control procedures in all our business activities as disclosed in Section
7.9 of this Prospectus, as well as an established quality management system that comply with
international standards. We are certified compliant with ISO 9001:2015 Quality Management
System for the Manufacturing of CSP metal carrier substrate, aging PCB and industrial material
(substrate cleaner, automation parts, electronics part and accessories) and CAM (software)
conversion services, as well as the supply of industrial material (such as metal carrier substrate,
semiconductor tape and accessories) and cleaning services by Exova (UK) Limited t/a Exova
BM TRADA and Warringtonfire Testing and Certification Limited t/a BM TRADA Chiltern
House. This is a testimony that we are able to comply with the quality requirements in
accordance with international standards.
3.3.4 We are well-positioned to capitalise on the growth in the global semiconductor industry
According to the IMR Report, the semiconductor industry is highly correlated to the growth of
the electrical and electronic products industry as the demand for electronic products reflects
the market for its raw materials, namely ICs. The future outlook in the global semiconductor
industry is expected to be driven by rapid technological advancements in electronic products,
increasing global demand for electronic products, increased adoption of IoT and technological
advancement of automotive electronics. Our prospects will generally be in tandem with the
growth in the global semiconductor industry, as we provide engineering support for IC
assembly and test processes in the semiconductor industry. As an industry player supporting
the global electronics and semiconductor industry, our Group is well-positioned to capitalise
and leverage on further growth in the industry, including capturing future growth opportunities
the industry may offer and enabling our Group to continue on our long-term growth and
expansion.
Please refer to Section 7.3 of this Prospectus for further details of our competitive strengths.
3.4.1 We intend to expand our premises through the construction of the Proposed Batu
Kawan Factory
Our Group intends to expand our production capacity of existing products and expand our
product portfolio, which will require us to have a larger production space for new machineries,
as well as office space for future increase of human resources. The Proposed Batu Kawan
Factory will also allow us to centralise the control of our manufacturing activities at the same
location and thus improve our management efficiency. As such, our Group plans to construct
the Proposed Batu Kawan Factory which will include production, storage and office space.
The Proposed Batu Kawan Factory will have a built-up area of approximately 43,500 sq. ft. A
floor space of approximately 26,600 sq. ft. will be allocated for production space, approximately
4,700 sq. ft. for storage space, and approximately 12,200 sq. ft. for office space. The total
estimated cost for the construction of the Proposed Batu Kawan Factory is RM15.24 million.
Upon the completion of construction of the Proposed Batu Kawan Factory, we will also
purchase new machineries for the production of existing products, which will increase the
production capacity of existing products, as follows:
Business activities Product type Annual Estimated annual Percentage
capacity in capacity at the increase
FYE 2022 Proposed Batu (%)
Kawan Factory
Design and assembly IC burn-in boards 26,500 34,450 pieces 30.00
of IC burn-in boards pieces
and supply of PCBs PCBs 1,300,000 1,690,000 pieces(i) 30.00
pieces(i)
Supply and Dicing blades 10,400 52,000 pieces 400.00
refurbishment of IC (refurbishment) pieces
assembly and test PCB gold fingers 120 240 pieces 100.00
consumables (refurbishment) pieces
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Note:
(i) The annual capacity for PCBs refers to the inspection capacity by our employees on
the PCBs fabricated by our subcontractors.
As such, we intend to purchase certain machineries (i.e. 1 unit of assembly station, 1 unit of
multimeter, 1 unit of visual inspection station, 1 unit of dicing machine, 2 units of CNC grinding
machines and 1 unit of CNC router machine) for the production of existing products. The total
estimated cost for the purchase of the aforementioned machineries is RM0.79 million which
will be financed via internally generated funds and / or bank borrowings of our Group. For
further details on the new machineries and utilisation rate of existing products please refer to
Sections 7.4.1 and 7.12 of this Prospectus, respectively. Barring any unforeseen
circumstances, our Group intends to relocate and commence operations in the Proposed Batu
Kawan Factory in March 2024.
3.4.2 We intend to expand our product and service portfolio through the development of new
products and refurbishment methods as well as enhancement of factory automation
solutions
(i) Development of new ATE and refurbishment methods
We intend to expand our product and service portfolio for ATE and IC assembly and
test consumables, which will also complement our existing products and services,
which we can cross-sell to our existing and potential customers. As at the LPD, we
have identified new products and services portfolio for ATE and IC assembly and test
consumables, such as strip level automated optical inspection machine, wafer level
automated optical inspection machine, cantilever probe card, smart burn-in board
sorter and loader and intelligent burn-in system, to be developed and to be
commercialised after the completion of the relevant R&D activities.
The total estimated development cost for our Group's new product and service portfolio
for ATE and IC assembly and test consumables is RM4.54 million. The aforesaid
estimated development costs include the purchase cost for the R&D tools (amount to
RM1.76 million) which will be financed via our Group's IPO proceeds whilst the
remaining estimated development cost (amount to RM2.78 million) which comprises
estimated raw material costs (amount to RM0.95 million) and estimated labour cost
(amount to RM1.83 million) will be financed via internally generated funds and / or bank
borrowings of our Group.
(ii) Enhancement of factory automation solutions
We currently provide factory automation customisation for ATE which allows remote
management and monitoring, data-driven visualisation and analysis during production
process. Moving forward, we intend to further enhance our factory automation
solutions, which involves R&D activities to design, develop and integrate hardware and
software, as well as prototyping, testing and commissioning of the factory automation
solutions. Through the enhancement of our factory automation solutions, we will be
able to capture a wider customer base amidst the growing trend for factory automation
and the shift from manual or semi-automated processes towards automated
processes. The success in developing a range of factory automation solutions that
cater to global demand and requirements is expected to contribute to the growth in
ATE and factory automation equipment business segment.
In line with our Group's intention to enhance our factory automation solutions, we
intend to hire additional engineers to assist in the growth and enhancement of our
factory automation solutions. For the avoidance of doubt, our Group intends to
maintain a conservative approach to our hiring practices. As such, our Group intends
to hire additional engineers only when justified by increases in demand and orders.
The total estimated development cost for the enhancement of factory automation
solutions is RM2.22 million. The aforesaid estimated development costs include the
purchase cost for the R&D tools (amount to RM1.34 million) which will be financed via
our Group's IPO proceeds whilst the remaining estimated development cost (amount
to RM0.88 million) which comprises estimated raw material cost (amount to RM0.08
million) and estimated labour cost (amount to RM0.80 million) will be financed via
internally generated funds and / or bank borrowings of our Group.
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Please refer to Section 7.4 of this Prospectus for further details of our business strategies and
future plans.
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3.6.1 We are dependent on our top 2 major customers who contribute substantially to our
revenue.
Our top 2 major customers, namely Infineon Technologies (Malaysia) Sdn Bhd and Customer
A collectively contributed 57.19%, 69.77%, 61.05% and 55.62% to our total revenue for the
Financial Years Under Review, respectively. Any delay in the receipt of orders, or decrease in
the value of orders, from our major customers could have an adverse effect on our financial
performance. Further, there is no assurance that our existing major customers will continue to
purchase our products in the future or that demand from them will be sustained at current levels
in the future. Any loss of these major customers and our inability to replace these customers
with new customers or with additional orders from existing customers in a timely manner, could
result in a loss of revenue and will have an adverse impact on our Group's financial
performance.
3.6.2 We are dependent on our key management team and the availability of technical
professionals for continued success and growth of our business.
We rely on our key management team who possess the relevant knowledge on their respective
fields of work to ensure the smooth operations of our business as well as the continued growth
of our Group. We depend particularly on the leadership of our Executive Director / Group CEO,
Chin Yong Keong and our Executive Director / Business Unit Director, Khong Chee Seong, in
determining the strategic direction and driving the business development and growth of our
Group. Additionally, we also rely on our Electronics Manufacturing Solution Business Unit
Director, Chin Yuen Fong and our Engineering Director, Lee Kim Loon, for their respective
expertise and technical knowledge which are essential to our business operations. Therefore,
the loss of any of our key management personnel simultaneously or within a short period of
time may create unfavourable impact on our Group's operations and the future growth of our
business. If we are unable to attract suitable talents to replace the loss of any of our key
management personnel in a timely manner, this may eventually affect the results of operations,
financial performance and prospects of our Group.
We rely on the availability of technical professionals for our main business activities, namely
design and assembly of IC burn-in boards and supply of PCBs, supply and refurbishment of IC
assembly and test consumables, and design, development and assembly of ATE and factory
automation which require specialised skills. The loss of any of our Group's technical
professionals simultaneously or within a short span of time without any suitable and timely
replacements, and our inability to attract or retain qualified and competent technical
professionals, may adversely affect our ability to compete and grow in the industry we operate.
3.6.3 Our financial performance may be materially affected in the event of revocation or expiry
of the pioneer status granted by MIDA.
Pursuant to the conditions of the Pioneer Status Certificates and Pioneer Status Approval, upon
the completion of the Listing, our Subsidiaries namely ETSB and EVSB will not be entitled to
the tax incentives. Further, the loss of pioneer status granted by MIDA to ETSB will directly
affect our financial performance as our Group's income will be subject to the prevailing statutory
tax rate.
3.6.4 Our business operations are exposed to unexpected interruptions or delays caused by
equipment failures, fire, natural disasters, force majeure events and outbreak of
diseases, which may be beyond our control.
We rely on machinery and equipment to carry out our business activities. Our business
operations are exposed to unexpected interruptions or delays caused by equipment failures,
fire, natural disasters, force majeure events and outbreak of diseases, which may be beyond
our control.
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3.Registration
PROSPECTUS SUMMARY
No. 201901033362 (CONT’D)
(1342692-X)
Notes:
Notes:
(1)
(1) Based
Based on on our
our issued
issuedsharesharecapital
capitalof of432,535,630
432,535,630 Shares
Sharesafter the the
after Acquisitions but but
Acquisitions
before
before our
ourIPO.
IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after our IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after our IPO.
Please refer
Please refer to
toSection
Section5.15.1ofofthis
thisProspectus
Prospectus forfor
further details
further on our
details Promoters
on our and and
Promoters substantial
substantial
shareholders.
shareholders.
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Our employees as at the LPD include 16 engineers (out of which 11 engineers have the
relevant qualifications and 5 engineers have the relevant technical capabilities accruing from
their experience in the industry). The adaptability and resilience of our engineering and
technical abilities have been fundamental to the growth of our business and will continue to
ensure that we remain sustainable over the long term.
Our customers are primarily multinational IDMs and OSATs located in Malaysia and overseas
such as Singapore, Thailand, China and the United States. Besides maintaining longstanding
business relationships with our existing customers, we have managed to also secure new
multinational customers in recent years. During the Financial Years Under Review, we have a
total of 36, 35, 39 and 33 active customers.
Our Group has a fixed dividend policy of up to 20.00% and it is our Group's intention to target
a dividend payout ratio of up to 20.00% of our annual PAT attributable to the shareholders of
our Company, after taking into account our results of operation, level of cash and bank
balances, working capital requirements, and also subject to any applicable law and contractual
obligations. Save for certain restrictive covenants from our credit facilities, which our
Subsidiaries are subject to, there is no other dividend restriction imposed on our subsidiaries
as at LPD. The payment and amount of any dividends or distributions to our shareholders will
be at the discretion of our Board and will depend on factors (which may not be exhaustive),
among others, the level of cash and indebtedness, expected results of operations and future
level of operations, projected levels of capital expenditure and other investment plans. There
is no assurance as to whether the dividend distribution will occur as intended, the amount of
dividend payment or the timing of such payment.
There was no dividend declared and paid to shareholders of our Company and our subsidiaries
from 1 January 2023 up to the LPD.
Notes:
(1) Computed based on dividends declared over PAT for each financial year / period.
(2) Our subsidiary, ETSB had, subsequent to the FYE 2021, declared interim dividend
2022 (i.e. RM1.50 million) to our shareholders, namely, Chin Yong Keong and Khong
Chee Seong and was fully paid in July 2022.
The dividends above were funded by internal funds sourced from the cash and bank balances
of the respective subsidiaries. The dividends will not affect the execution and implementation
of our future plans or business strategies. Together with the IPO proceeds, we believe that we
have sufficient funding of cash from operations and bank borrowings for the funding
requirement for our operations and our expansion plans. As at LPD, there is no outstanding
dividends declared but remained unpaid. Subsequent to the LPD, no dividend was declared,
made or paid by our Group. Please refer to Section 12.8 of this Prospectus for further details of
our dividend policy.
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201901033362(1342692-X)
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Our IPO is subject to the terms and conditions of this Prospectus and upon acceptance, our
IPO Shares are expected to be allocated in the manner described below, subject to the
clawback and reallocation provisions set out in Section 4.1.4 of this Prospectus.
Our Public Issue of 100,000,000 Issue Shares, representing approximately 18.78% of our
enlarged number of issued Shares, at the IPO Price is subject to the terms and conditions of
this Prospectus and shall be allocated in the following manner:
26,630,000 Issue Shares representing 5.00% of our enlarged issued share capital will
be made available for Application by the Malaysian Public via balloting, of which
50.00% will be set aside for Bumiputera investors.
A total of up to 41 persons are eligible for the Pink Form Allocation, comprising the
following:
Total 41 10,000,000
Notes:
(1) The criteria of allocation to our eligible employees of our Group (as approved
by our Board) are based on, among others, the following factors:
(a) the eligible employee must be a full-time and confirmed employee and
on the payroll of our Group;
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Total 1,000,000
(2) The criteria for allocation to the persons who have contributed to the success
of our Group are based on, among others, their contribution to our Group, the
length of business relationship and as approved by our Board. The persons
who have contributed to our success include our customers, suppliers and
business associates.
Additionally, applicants who apply for Pink Form Shares under Section 4.1.1(iii) of this
Prospectus, may also apply for the Issue Shares under Section 4.1.1(i) for the
Malaysian Public.
(i) save for the allocation under made available for Application as disclosed in
Section 4.1.1(iii) of this Prospectus, there are no Directors, substantial
shareholders or Key Senior Management of our Company who have indicated
to our Company that they intend to subscribe for our IPO Shares; and
(ii) there are no persons who have indicated to our Company that they intend to
subscribe for more than 5.00% of our IPO Shares.
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19
Registration
RegistrationNo. 201901033362
No.201901033362 (1342692-X)
(1342692-X)
Concurrent with the Public Issue, the Offerors will offer 43,200,000 Offer Shares, representing approximately 8.11% of our enlarged issued share
capital, at the IPO Price and will be made available to selected investors by way of private placement. Details of our Offerors are as set out below:
Name / Address Position / Relationship After Acquisitions and Offer for Sale After the IPO(2)
with our Group for the before the IPO(1)
past 3 years and up to
the LPD No. of Shares (%) No. of Shares Before After No. of Shares (%)
IPO(1) IPO(2)
(%) (%)
Chin Yong Keong / Promoter, substantial 251,859,172 58.23 17,280,000 3.99 3.25 234,579,172 44.05
1818, Permatang Tinggi shareholder and Executive
14000 Bukit Mertajam Director / Group CEO
Pulau Pinang
Khong Chee Seong / Promoter, substantial 119,867,590 27.71 12,960,000 3.00 2.43 106,907,590 20.08
6628 Jalan Mengkuang shareholder and Executive
12200 Butterworth Director / Business Unit
Pulau Pinang Director
Chin Yuen Fong / Promoter, substantial 59,424,103 13.74 12,960,000 3.00 2.43 46,464,103 8.72
67, Jalan Sukun Indah shareholder and
Satu Electronics Manufacturing
Taman Sukun Indah Solution Business Unit
14000 Bukit Mertajam Director
Pulau Pinang
Notes:
(1) Based on our issued share capital of 432,535,630 Shares before the IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after the IPO.
20
20
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Note:
(1) Based on the enlarged issued share capital of 532,535,630 Shares after the IPO.
All the 26,630,000 Issue Shares made available for Application by the Malaysian Public via
balloting under Section 4.1.1(i) of this Prospectus have been fully underwritten.
The 10,000,000 Pink Form Shares under Section 4.1.1(iii) of this Prospectus have also been
fully underwritten.
The 63,370,000 Issue Shares and 43,200,000 Offer Shares to be allocated by way of private
placement to selected investors under Sections 4.1.1(ii) and 4.1.2 of this Prospectus are not
underwritten as written irrevocable undertakings to subscribe for these Shares have been or
will be obtained from the respective selected investors.
There is no over-allotment or "greenshoe" option that will increase the number of our IPO
Shares.
Please refer to Section 4.1.4 of this Prospectus for further details on the clawback and
reallocation of the IPO Shares.
21
21
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
If any Issue Shares allocated to the Malaysian Public under Section 4.1.1(i) of this
Prospectus are undersubscribed, the balance portion will be allocated in the following
order:
(a) firstly, any remaining portion will be made available for Application by way of
private placement to selected investors under Section 4.1.1(ii) of this
Prospectus; and
(b) any remaining Issue Shares thereafter will be subscribed by the Underwriter,
subject to the terms and conditions of the Underwriting Agreement.
The 63,370,000 Issue Shares and 43,200,000 Offer Shares made available for private
placement to selected investors are not underwritten. Irrevocable undertakings will be
obtained from the identified investors to take up the aforementioned IPO Shares made
available for application under the private placement.
If any Pink Form Shares allocated to our Eligible Persons under Section 4.1.1(iii) of this
Prospectus are not fully subscribed, the balance will be allocated in the following order:
(b) secondly, any remaining portion will be allocated to the Malaysian Public under
Section 4.1.1(i) of this Prospectus;
(c) thirdly, any remaining portion will be made available for Application by way of
private placement to selected investors under Section 4.1.1(ii) of this
Prospectus; and
(d) finally, any remaining Issue Shares thereafter will be subscribed by the
Underwriter, subject to the terms and conditions of the Underwriting
Agreement.
The allocation of the IPO Shares shall take into account the desirability of distributing the IPO
Shares to a reasonable number of applicants with a view of broadening our Company's
shareholding base to meet the public shareholding spread requirements of Bursa Securities
and to establish a liquid market for our Shares. Applicants will be selected on a fair and
equitable manner to be determined by our Board.
We will not be employing any price stabilisation (which is in accordance with the Capital Markets
and Services (Price Stabilisation Mechanism) Regulations 2008) for our IPO.
There is no minimum subscription to be raised from our IPO. However, in order to comply with
the public spread requirements of the Listing Requirements, the minimum subscription in terms
of the number of IPO Shares will be the number of Shares required to be held by public
shareholders for our Company to comply with public spread requirements under the Listing
Requirements or as approved by Bursa Securities.
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22
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Pursuant to the Listing Requirements, at least 25.00% of our enlarged issued share capital
must be held by a minimum number of 200 public shareholders holding not less than 100
Shares each at the time of our admission to the Official List. Prior to our admission to the Official
List, we will ensure that the public shareholding spread requirement is met through a
combination of the balloting process and the private placement exercise to ensure that a
minimum number of 200 public shareholders holding not less than 100 Shares is in place and
at least 25.00% of our enlarged issued share capital are held by public shareholders.
If the public spread requirement is not met, we may not be permitted to proceed with the Listing.
In such event, monies paid in respect of all applications will be returned in full, without interest
or any share of revenue or benefits arising therefrom. If such monies are not returned in full
within 14 days after we become liable to do so, the provision of Section 243(2) of the CMSA
shall apply accordingly.
No. of Shares RM
Share capital
Issued share capital as at the date of this Prospectus 432,535,630 15,138,747
We only have 1 class of shares, being the ordinary shares, all of which rank equally with each
other. Issue Shares will, upon allotment and issue, rank equally in all respects with our existing
issued share capital including voting rights, and rights to all dividends and distributions that may
be declared subsequent to the date of allotment of our Issue Shares.
The Offer Shares rank equally in all respects with our existing issued Shares including voting
rights and rights to all dividend and distributions that may be declared subsequent to the date
of transfer of the Offer Shares.
Subject to special rights attaching to any Share which may be issued by us in the future, our
shareholders shall, in proportion to the amount paid on the Shares held by them, be entitled to
share in the whole of the profits paid out by us as dividends and other distributions. In relation
to any surplus in the event of our liquidation, such surplus is to be distributed among the
members in proportion to the issued share capital at the commencement of the liquidation, in
accordance with our Constitution and provisions of the Act.
23
23
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
On a show of hands, each shareholder who is entitled to vote, may vote in person or by proxy
or by attorney or by duly authorised representative shall have one vote. On a poll, each
shareholder present in person, by proxy, by attorney, or by other duly authorised representative
shall have 1 vote for each Share held.
The IPO Price was determined after taking into consideration, among others, the following
factors:
(i) our Group's financial performance and operating history, where we recorded an EPS
of approximately RM0.0102, computed based on our Group's audited PAT of RM5.44
million for the FYE 2022 and our enlarged issued share capital of 532,535,630 Shares
upon Listing, translating to a price-to-earnings multiple of 23.53 times based on our
IPO Price of RM0.24. Our detailed operating history and financial performance are
outlined in Sections 7.1 and 12 of this Prospectus, respectively;
(ii) our pro forma NA per Share of approximately RM0.08, computed based on our Group's
pro forma NA of RM40.96 million as at 31 December 2022 after taking into
consideration the IPO and utilisation of proceeds and our enlarged issued share capital
of 532,535,630 Shares;
(iii) our competitive advantages and key strengths as set out in Section 7.3 of this
Prospectus; and
(iv) our business plans and strategies as set out in Section 7.4 of this Prospectus.
You should also note that the market price of our Shares upon and subsequent to our
Listing is subject to market forces and other uncertainties, which may affect the trading
price of our Shares. You are reminded to consider the risk factors set out in Section 9 of
this Prospectus before deciding to invest in our Shares.
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24
Registration
RegistrationNo.
No.201901033362
201901033362(1342692-X)
(1342692-X)
4.4 DILUTION
Dilution is the amount by which our IPO Price exceeds our pro forma NA per Share immediately
after our IPO. The following table illustrates such dilution on a per Share basis:
RM
Pro forma NA per Share as at 31 December 2022 after the Acquisitions 0.04 per share
(before Public Issue)
Pro forma NA per Share after the Acquisitions and Public Issue (after use 0.08 per share
of proceeds)
Increase in pro forma NA per Share attributable to existing shareholders 0.04 per share
Dilution in pro forma NA per Share to new investors 0.16 per share
Save for the Pre-IPO Restructuring Exercise and as disclosed below, there has been no direct
acquisition and / or subscription of any existing Shares in our Company by our Directors, Key
Senior Management, substantial shareholders or persons connected with them (assuming full
subscription under the Pink Form Allocation), or in which they have the right to acquire since
the incorporation of our Company up to the date of this Prospectus:
Notes:
(1) Number of Shares issued to Chin Yong Keong, Khong Chee Seong and Chin Yuen
Fong pursuant to the Pre-IPO Restructuring Exercise which was undertaken prior to
our IPO are follows:
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
(2) Assuming all the Pink Form Shares are fully subscribed.
(3) The consideration for Shares issued to Chin Yong Keong, Khong Chee Seong and Chin
Yuen Fong pursuant to the Pre-IPO Restructuring Exercise which was undertaken prior
to our IPO are as follows:
RM RM RM RM RM
Chin Yong 170,600 740,000 - 7,904,471 8,815,071
Keong
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Based on the IPO Price, the gross proceeds of RM24.00 million will be raised from our Public
Issue. The gross proceeds raised are intended to be used in the following manner:
As at the LPD, our business operations are carried out at our head office located at Taman
Impian Ria and our factories located at Kawasan Industri Ringan Asasjaya, namely Lot 9
Asasjaya and Lot 11 Asasjaya. Our existing factories have a total land area and gross built-up
area of approximately 12,120.16 sq. ft. and 7,930.84 sq. ft., respectively. However, given that
the semiconductor industry is growing in tandem with the demand for electronic products and
the advancement of automation technology, our Group anticipated that there will be further
demand for our Group's products and services. The increasing demand is also consistent with
the increasing trend of our Group's revenue from RM12.37 million in FYE 2019 to RM24.36
million in FYE 2022 as well as RM7.12 million of unbilled purchase order as at the LPD. Hence,
our Group intends to expand our production capacity to cater to the increasing demand of our
services as well as the production of new products, which will require us to have a larger
production space for new machinery, as well as office space for future increase of human
resources.
Moving forward, our Group plans to recruit the additional technical personnel to cope and attend
to the growing demand and orders. Notwithstanding the above, our Group plans to adopt a
prudent approach in increasing our manpower and will only do so when justified by increases
in orders and overall growth in our business segments. Accordingly, we are not able to ascertain
the headcount and cost required for the employment of additional manpower at this juncture.
As such, our Group intends to construct a new factory which will include production, storage
and office space. Please refer to Section 7.19.3 of this Prospectus for the details of Lot 9
Asasjaya and Lot 11 Asasjaya.
In view of this, our Group had on 24 August 2020, entered into the sale and purchase
agreement dated 24 August 2020 with PDC to purchase the Batu Kawan Land which has an
approximate land area of 63,745.70 sq. ft. from PDC at a purchase consideration of RM3.31
million. The transaction was completed on 8 April 2021 and the issue document of title has
been registered in favour of our Company on 20 September 2022. Further details on the Batu
Kawan Land are set out in Section 7.19.1 of this Prospectus.
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
As part of our business strategies to expand our premises, our Group intends to construct the
Proposed Batu Kawan Factory on the Batu Kawan Land. The Proposed Batu Kawan Factory
is estimated to have a built-up area of approximately 43,500 sq. ft.. A floor space of
approximately 26,600 sq. ft. will be allocated for production space, approximately 4,700 sq. ft.
for storage space and approximately 12,200 sq. ft. will be allocated for office space.
Upon completion of the construction of the Proposed Batu Kawan Factory, we will purchase
new machinery in anticipation of increasing the production capacity of our existing products.
Further, the production space will be used for the production of new products such as IC
assembly and test consumables and ATEs whereas the storage space will be used to store raw
materials and finished goods. The office space will be used for future increase of human
resources. Please refer to Section 7.4.2 of this Prospectus on details of the new products which
we plan to introduce.
The total estimated costs for the construction of the Proposed Batu Kawan Factory is RM15.24
million (comprising the acquisition of Batu Kawan Land of RM3.31 million and construction
costs of RM11.93 million), further details of which are set out in the table below:
Description RM'000
Table 1
Details Bank IPO Internal Total
borrowings proceeds funds
RM'000 RM'000 RM'000 RM'000
Acquisition of Batu Kawan 2,980 - 335 3,315
Land
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Based on the above, our Group intends to allocate RM3.68 million representing approximately
15.33% of the gross proceeds from our Public Issue to partially finance the estimated cost for
the construction of the Proposed Batu Kawan Factory of RM11.93 million. The initial payment
of RM0.33 million for the acquisition of the Batu Kawan Land was paid initially through internally
generated funds and the remaining estimated cost of RM2.98 million for the acquisition of the
Batu Kawan Land will be funded by bank borrowings.
Upon the completion of construction of the Proposed Batu Kawan Factory, we will also
purchase new machineries for the production of existing products, which will increase the
production capacity of existing products, as follows:
The purchase of new machinery will assist our Group to expand our production capacity of
existing products as part of our Group's strategic plan to grow our sales in industries which
include but are not limited to the automotive, telecommunications and memory (data storage)
industries for both local and oversea markets which will require us to have a larger production
space for new machineries, as well as office space for future increase of human resources.
Please refer to Section 7.4.1 and 7.12 of this Prospectus for further details on the new
machineries to be acquired and operating capacity and utilisation respectively.
We anticipate to complete the construction of the Proposed Batu Kawan Factory by December
2023 and commence operations by March 2024. Further details on the estimated construction
timeframe, the regulatory approvals required for the Proposed Batu Kawan Factory as well as
the future prospects of the Proposed Batu Kawan Factory and are set out in Section 7.4.1 of
this Prospectus.
In the event the amount required for the construction of the Proposed Batu Kawan Factory is
higher than budgeted, any deficit will be funded through internally generated funds and / or
bank borrowings. Conversely, if the amount required for the construction of the Proposed Batu
Kawan Factory is lower than estimated, such proceeds shall be channelled towards our working
capital. Further, in the event our Listing is deferred, we will fund the estimated costs of the
Proposed Batu Kawan Factory through internally generated funds and / or bank borrowings.
4.5.2 Repayment of bank borrowings (Proposed Batu Kawan Factory)
As disclosed in Table 1 of Section 4.5.1 of this Prospectus, our Group had secured RM11.23
million of bank borrowings for the construction of the Proposed Batu Kawan Factory, which
comprise of 2 term loans.
Our Group intends to allocate RM10.25 million representing approximately 42.71% of the gross
proceeds from our Public Issue for the repayment of the aforementioned 2 term loans which
are utilised for the purpose of part finance the construction of the Proposed Batu Kawan
Factory, further details of which are set out in the table below:
29
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Note:
(1) Term Loan 2 obtained from Hong Leong Islamic Bank Berhad ("Term Loan 2")
amounting to RM8.25 million is expected to be released progressively to the
contractors undertaking the construction in accordance with the architect's / engineer's
certificate of work done and satisfactory to the bank, which is expected to take place
after the commencement of construction in January 2023. The Term Loan 2 was
obtained by our Group to partially finance the construction cost of the Proposed Batu
Kawan Factory amounted to RM11.93 million, specifically in relation to the engineering,
procurement and construction works ("EPC") amounting to RM9.14 million (out of
which approximately RM8.25 million or 90% of the total EPC cost will be financed via
Term Loan 2). As at the LPD, the progress billings for the EPC (construction package)
is approximately RM0.70 million which is within 10% of the total EPC cost and has been
financed via internally generated funds of the Group. The Term Loan 2 shall be
drawdown upon the progress billings for the EPC exceeding the 10% threshold. Please
refer to Section 4.5.1 of this Prospectus for further details on the construction of the
Proposed Batu Kawan Factory.
Our Board had initially intended to utilise the proceeds from the Public Issue to fully
finance the estimated construction cost for the Proposed Batu Kawan Factory of
RM11.93 million in cash. However, after taking into consideration the possible
mismatch in terms of the timing of the proceeds being made available and the
commencement of the construction of the Proposed Batu Kawan Factory, our Board
has decided to take up the Term Loan 2 which gives better flexibility to our Group's
funding requirement for the construction of the Proposed Batu Kawan Factory.
Following which, our Group intends to utilise the proceeds raised from the Public Issue
for the repayment of Term Loan 2.
The proposed repayment of bank borrowings above will reduce our Group's overall gearing
levels from 0.17 times to 0.03 times based on the pro forma consolidated statement of financial
position as at 31 December 2022 and after taking into consideration the proposed repayment
of bank borrowings above.
For illustrative purpose, the repayment of the abovementioned term loan facilities is expected
to result in an annual interest savings of approximately RM0.56 million to our Group based on
the interest rate of 5.43% (i.e. based on the assumption that ICOF as at LPD is 4.43% + 1.00%)
multiplied by RM10.25 million (i.e. the amount to be utilised from IPO proceeds for repayment
of Term Loan 1 and 2). However, the actual interest savings may vary subject to the then
prevailing applicable interest rates imposed by the bank.
30
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Further, a settlement of the banking facilities by our Company within 5 years from the date of
the first disbursement of the facility gives rise to an early settlement. Hence, this is subject to
early settlement fee which consists of all costs that have not been recovered by the bank
including but not limited to legal fees, disbursement fees, stamp duty and valuation fees (if any).
The amount payable by our Company will be determined at the discretion of the bank (i.e. Hong
Leong Islamic Bank Berhad) in accordance with the principles of Shariah.
In the event the actual principal balance at the point of repayment is less than the amount
allocated for the repayment of the term loans per the table above, any surplus funds thereof
will be allocated towards our working capital.
4.5.3 R&D
Prior to FYE 2022, our Group did not undertake any R&D activities. We commenced our R&D
efforts during FYE 2022 and as part of our continuing R&D efforts, our Group intends to allocate
RM3.10 million representing approximately 12.90% of the gross proceeds from our Public Issue
for the development of new ATE and refurbishment methods as well as enhancement of factory
automation solutions. For information purpose, our factory automation will allow for remote
management and monitoring, data-driven visualisation and analysis during production process.
In addition, our factory automation technology can be applied onto our ATEs to integrate and
connect one ATE to another ATE or to the production line, thus driving automation and
continuous flow of the entire production processes. The gross proceeds from our Public Issue
for the development of new ATE and refurbishment methods as well as enhancement of factory
automation solutions will be used in the following manner:
(i) Development of new ATE and refurbishment methods
We intend to expand our product and service portfolio for ATE and IC assembly and
test consumables. Our new product and service portfolio will also complement our
existing products and services, which we can cross-sell to our existing and potential
customers.
As at the LPD, we have identified the following new products and services to be
developed, which will be commercialised after the completion of the relevant R&D
activities:
(a) Strip level automated optical inspection machine
(b) Wafer level automated optical inspection machine
(c) Cantilever probe card
(d) Smart burn-in board sorter and loader
(e) Intelligent burn-in system
Further details on the description, start date and target completion date of R&D for the
abovementioned new products and services to be developed are set out in Section
7.4.2 of this Prospectus.
We intend to allocate RM1.76 million of the gross proceeds from our Public Issue to
fund the purchase of R&D tools which will be used for the R&D activities related to the
development of the abovementioned new products and services.
Further details on the R&D tools to be purchased for the abovementioned new products
and services, estimated costs based on suppliers' quotations and potential benefits are
set out below:
31
31
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Total 1,759
The abovementioned R&D tools will be fully funded by the proceeds of the Public Issue.
As at the LPD, we are still reviewing the suppliers' quotations and have not procured
or entered into any other binding arrangement for the purchase of the R&D tools.
We currently provide factory automation customisation for ATE which allows remote
management and monitoring, data-driven visualisation and analysis during production
process. We intend to further enhance our factory automation solutions which involves
R&D activities to design, develop and integrate hardware and software, as well as
prototyping, testing and commissioning of the factory automation solutions.
32
32
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
We intend to allocate RM1.34 million of the gross proceeds from our Public Issue to
fund the purchase of R&D tools which will be used for the R&D activities and
development of prototypes.
Further details on the R&D tools to be purchased for the R&D activities and
development of prototypes, estimated costs based on suppliers' quotations and
potential benefits are set out below:
Total 1,338
The abovementioned R&D tools will be fully funded by the proceeds of the Public Issue.
As at the LPD, we are still reviewing the suppliers' quotations and have not procured
or entered into any other binding arrangement for the purchase of the R&D tools.
In the event the amount required for our R&D is higher than budgeted, any deficit will be funded
through internally generated funds and / or bank borrowings. Conversely, if the amount required
for our R&D is lower than estimated, such proceeds shall be channelled towards our working
capital.
As at the LPD, our R&D activities are led by Lee Kim Loon, our Engineering Director with the
assistance of our engineering team. For the avoidance of doubt, as there is no designated team
for R&D activities and our Group seeks to optimise the use of shared resources within the
Engineering Department, we intend to continue with the same approach going forward of our
sharing of manpower approach for our engineering and R&D activities. Our Group plans to
adopt a prudent approach in increasing our manpower and will only do so when justified by
increases in orders and overall growth in our business segments. Therefore, we are not able to
ascertain the exact headcount and cost required for the employment of additional manpower at
this juncture.
33
33
RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
Our Group's working capital requirements are expected to increase in tandem with the expected
growth in our business. We intend to allocate RM3.37 million representing approximately
14.06% of the gross proceeds from our Public Issue to finance our Group's expected future
working capital requirements (based upon the anticipated growth in our business operations)
in the following manner:
Purchase of input Purchase of high grade PCB substrate and connector (i.e. 2,853
materials for the production of IC burn-in boards) and stainless-steel
plates (i.e. for the production of CSP carrier)
Marketing and Such advertisements and promotions primarily comprise 521
advertisement online advertising campaigns, as well as advertising costs to
market our company's products and services at electronics
and semiconductor ("E&S") industry events and trade shows
Total 3,374
During the Financial Years Under Review, our sales and marketing activities were mainly
undertaken through referrals from existing customers and business associates, cold calls and
emails as well as appointing distributor in overseas market. The marketing and advertisement
cost incurred by our Group was relatively low, as our Group had relied mainly on the
aforementioned non-physical channels or digital platform to carry out our marketing initiatives
on a minimal scale as a result of the movement restrictions imposed by the Government during
the COVID-19 pandemic. For clarification purpose, the marketing and advertisement cost
incurred during the Financial Years Under Review is set out as below:
Note:
(1) Computed based on marketing and advertisement cost over total of administrative
expense and selling and distribution expenses.
Moving forward, with the upliftment of movement restrictions, we intend to increase our market
visibility and brand recognition not only through digital platforms but also via our physical
marketing initiatives through participation in local and foreign E&S industry events and trade
shows, which are more costly face-to-face marketing channels. For information purpose, further
breakdown of our allocation of the gross proceeds from our Public Issue to finance marketing
and advertisement cost are set out below:
Details RM'000
Note:
(1) Include estimated incidental cost associated with our participation in industry events
and trade shows (e.g. booth rental, booth setup, machines setup / demonstration costs
as well as travelling and allowances) within 24 months upon Listing.
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
The estimated listing expenses for our Listing to be borne by us are as set out below:
Description RM'000
(1)
Professional fees 2,300
Underwriting, placement and brokerage fees 530
Printing, advertising fees and other incidental charges relating to our Listing 696
Fees payable to authorities 74
Total 3,600
Note:
(1) Include professional fees for the Principal Adviser, Reporting Accountants, Solicitors,
IMR, Issuing House and other professional advisers.
If our actual listing expenses are higher than the estimated listing expenses, the deficit will be
funded out of the portion allocated for working capital. Conversely, if the actual listing expenses
are lower than the estimated listing expenses, the excess will be utilised for working capital
requirements of our Group.
Pending the eventual utilisation of the proceeds raised from the Public Issue, the proceeds will
be placed in interest bearing short-term deposits or money market instruments with licensed
banks.
The Offer for Sale is expected to raise gross proceeds of approximately RM10.37 million. The
entire proceeds of the Offer for Sale shall accrue entirely to the Offerors and no part of the
proceeds will be received by our Company. The Offerors shall bear all expenses such as
placement, management and miscellaneous fees relating to the Offer Shares estimated to be
approximately RM0.18 million.
The financial impact of the utilisation proceeds on our pro forma consolidated statements of
financial position is disclosed in Section 14 of this Prospectus.
We will bear the brokerage fees at the rate of 1.00% on the IPO Price in respect of all successful
Applications which bear the stamp of UOBKH, participating organisations of Bursa Securities,
members of the Association of Banks in Malaysia, members of the Malaysian Investment
Banking Association and / or the Issuing House.
UOBKH, as our Underwriter has agreed to underwrite 36,630,000 IPO Shares as set out in
Sections 4.1.1(i) and 4.1.1(iii) of this Prospectus. We will pay our Underwriter an underwriting
commission at the rate of 2.00% of the total value of the IPO Shares underwritten at the IPO
Price.
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
UOBKH, as our Placement Agent, has agreed to place the 106,570,000 IPO Shares available
under the placement to selected investors as set out in Sections 4.1.1(ii) and 4.1.2 this
Prospectus respectively. Our Company and the Offerors will pay our Placement Agent a
placement fee of up to 1.75% of the total value of the IPO Shares placed out by the Placement
Agent.
The placement fees to be incurred on the Offer for Sale will be fully borne by the Offerors.
We have entered into the Underwriting Agreement with the Underwriter to underwrite up to
36,630,000 Issue Shares ("Underwritten Shares") to be made available for application by the
Malaysian Public and our Eligible Persons as set out in Sections 4.1.1(i) and 4.1.1(iii) of this
Prospectus respectively, both of which are subject to clawback and reallocation provisions as
set out in Section 4.1.4 of this Prospectus.
Details of the underwriting commission are set out in Section 4.6.2 of this Prospectus while the
salient terms of the Underwriting Agreement are as follows:
(i) the obligation of the Underwriter to underwrite the Underwritten Shares is conditional
on, among others, the following:
(a) all necessary approvals required for our IPO and Listing remaining in full force
and effect and that all conditions to these approvals (except for those which
can only be complied with after our IPO has been completed) have been
complied with and such approvals have not been withdrawn;
(b) the Underwriter being satisfied that we have complied with and that our IPO is
in compliance with the CMSA, policies, guidelines and requirements of Bursa
Securities, the SC and all other applicable securities laws and regulations,
including all revisions, amendments and / or supplements to it;
(c) there being no occurrence on or prior to the closing date of our IPO ("Closing
Date") any breach of and / or failure to perform any of our undertakings
contained in the Underwriting Agreement;
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
(b) there is failure on the part of our Company to perform any of our obligations
contained in the Underwriting Agreement;
(d) there shall have occurred or happened any material and adverse change in the
business or financial condition of our Group;
(e) the Closing Date does not occur within 3 months from the date of the
Underwriting Agreement ("Agreement Date"), subject to the extension of the
Closing Date which is approved by the Underwriter;
(f) our Listing does not take place by 30 May 2023 or such other extended date
as may be agreed in writing by the Underwriter;
(g) the occurrence of any force majeure event or any event or series of events
beyond the reasonable control of the Underwriter including, but not limited to,
acts of government, acts of God (including, without limitation, the occurrence
of a tsunami and / or earthquakes), acts of terrorism, strikes, national disorder,
declaration of a state of emergency, lock outs, fire, explosion, flooding,
landslide, civil commotion, sabotage, acts of war, diseases or accidents which
has or is likely to have the effect of making any material part of the Underwriting
Agreement incapable of performance in accordance with its terms or which
prevents the processing of applications and / or payments pursuant to our IPO
or pursuant to the underwriting of the Underwritten Shares;
(i) any new law or change in law, regulation, directive, policy or ruling in any
jurisdiction, interpretation or application by the court / authorities which has /
likely to have material adverse effect on our Group and/or materially prejudice
the business or the operations of our Group, the success of our IPO or our
Listing or the conditions generally or which has or is likely to have the effect of
making the Underwriting Agreement incapable of performance in accordance
with its terms;
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RegistrationNo.
Registration No.201901033362
201901033362 (1342692-X)
(1342692-X)
(k) any government requisition or occurrence of any other nature which materially
and adversely affect or will materially or adversely affect the business,
operations and / or financial position or prospects of our Group or the success
of our IPO;
(m) any of the resolutions or approvals for our IPO and Listing is revoked,
suspended or ceased to have any effect whatsoever, or is varied or
supplemented upon terms that would have or is reasonably likely to have a
material adverse effect;
(n) any commencement of legal proceedings or action against any member of our
Group or any of our Directors, which in the opinion of the Underwriter, would
have or is reasonably likely to have a material adverse effect or making it
impracticable to market our IPO or to enforce contracts to allot and / or transfer
our IPO Shares;
(o) this Prospectus or the Application Forms (i) having terminated or rescinded in
accordance with its terms; (ii) ceased to have any effect whatsoever; or (iii)
varied or supplemented upon terms and such variation or supplementation
would have or likely to have a material adverse effect; or
(p) any other event which, in the reasonable opinion of the Underwriter, would
have or can reasonably be expected to have, a material adverse effect on, and
/ or materially prejudice the business or the operations of our Group, the
success of our IPO or our Listing or market conditions generally or making any
material part of the Underwriting Agreement incapable of performance in
accordance with its terms.
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Registration
RegistrationNo. 201901033362
No.201901033362 (1342692-X)
(1342692-X)
The details of our Promoters and substantial shareholders, their respective shareholdings in our Company before and after the IPO are as follows:
Name Nationality Before the IPO / After the After the Public Issue After the Offer for Sale
Acquisitions
Direct Indirect Direct Indirect Direct Indirect
No. of %(1) No. of %(1) No. of %(2) No. of %(2) No. of %(2) No. of %(2)
Shares Shares Shares Shares Shares Shares
Promoters
and
substantial
shareholders
Notes:
(1) Based on our issued share capital of 432,535,630 Shares after the Acquisitions but before our IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after our IPO.
Save for our Promoters and substantial shareholders named above, we are not aware of any other persons who is able to, directly or indirectly, jointly
or severally, exercise control over our Company.
As at the LPD, the Shares held by our Promoters and substantial shareholders have the same voting rights and there is no arrangement between our
Company and our shareholders with third parties, the operation of which may at a subsequent date result in a change of control of our Company.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
Chin Yong Keong, a Malaysian aged 53, is our Executive Director / Group CEO. He
was appointed to our Board in September 2019 and was subsequently appointed as
our Group CEO in January 2022.
He began his career in August 1992 with NKE Flexible Automation System Sdn Bhd,
a company whose principal activities involved manufacturing of automation equipment,
as Junior Mechanical Designer in the Mechanical Design Department where he had
undertaken a number of assignments and projects such as singulation system
upgrading, design of mechanical jigs and fixtures using computer-aided design (CAD)
tools. He left the company in June 1993 to pursue his studies.
He returned to work when he joined Penang Seagate Industries (M) Sdn Bhd, which
was principally involved in manufacturing disk drive components for sale, as Process
Engineer for a brief stint from December 1996 to January 1997 where he assisted in
the manufacturing process and yield improvement. Thereafter, he joined Integrated
Device Technology Sdn Bhd, a company whose principal activity involved assembling
and testing integrated semiconductor, in February 1997 as Product Engineer, where
he was also primarily responsible for product yield improvement. He left the company
in May 1997.
In June 1997, he joined Quantum Peripherals Malaysia Sdn Bhd, a company which
principally involved in remanufacturing hard disk drives, as Senior Engineer where he
was responsible for areas in relation to the process, maintenance and new product
introduction until October 2002.
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Registration No. 201901033362
201901033362 (1342692-X)
(1342692-X)
In December 2012, he joined Dysteq Technology (M) Sdn Bhd (now known as ETMSB)
as Marketing Director where he was primarily responsible for the sales and marketing
of the company upon invitation from Khong Chee Seong to assist in expanding the
customer base of ETMSB. He decided to continue pursuing his career to enhance his
technical skills and knowledge in the semiconductor industry, in particular to gain
further exposure on Manufacturing Engineering (i.e. the application of engineering
procedures in manufacturing processes and methods of production of industrial
products). Hence, he left Dysteq Technology (M) Sdn Bhd (now known as ETMSB) in
April 2013 to join Philips Lumileds Lighting Company Sdn Bhd (now known as Lumileds
Malaysia Sdn Bhd), a company whose principal activities are manufacture and sale of
light emitting diodes (LEDs) based lighting products, in May 2013 as Senior Manager
in Manufacturing Engineering and was subsequently promoted to Director in
Manufacturing Engineering in April 2018. During his tenure with the company, he was
involved in new product introduction and cost savings program. He left the company in
July 2018.
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
He left Quantum Peripherals (M) Sdn Bhd in December 2002 and joined Molex
(Malaysia) Sdn Bhd, a company which manufactures and trades connectors for the
data, audio and video computer and power supply industries, in the same month as
Process Engineer where he assisted in the manufacturing process and yield
improvement. He left the company in March 2004 and joined Jabil Global Services (a
division of Jabil Circuit Sdn Bhd, whose principal activities involved designing,
development and manufacturing computer and peripheral boards utilising advanced
interconnect or substrate technologies, from April 2004 to September 2004 as Product
Engineer where he was primarily responsible in the area of product yield improvement.
In June 2004, he co-founded Dysteq Technology (M) Sdn Bhd (now known as ETMSB)
as a shareholder and director with Chua Swee Phin who was involved in initial
operations for the design and manufacturing of PCBs for IDMs and OSATS. He
officially commenced his role as the director of sales and marketing of ETMSB in
September 2004. Since July 2020, he assumed his current position as Executive
Director of our Company. In January 2022, he was appointed as the Business Unit
Director of our Company where he oversees the Sales and Services Department.
Between July 2018 and December 2020, he was a council member of the MBSP. He
also held a position as Secretary in St Marks School Branch under Parliament Bagan
Constituency since 2010 where he was responsible for secretarial tasks, which include
among others, coordinating meetings and ensuring all meetings of the society are
properly organised and minuted. He subsequently resigned from his position as
Secretary in St Marks School Branch under the Parliament Bagan Constituency on 31
March 2023. His interests in other corporations are as set out in Section 5.2.4(iii) of this
Prospectus.
Chin Yuen Fong, a Malaysian aged 55, is our Electronics Manufacturing Solution
Business Unit Director. He was appointed to be our Electronics Manufacturing Solution
Business Unit Director in January 2022. He is responsible for overseeing the
manufacturing and operations of our Group.
He began his career in June 1990 with Innovation Electronics Sdn Bhd, a company
which principally involved in manufacturing single-sided and double-sided PCB, as
Manager where he was responsible for managing the manufacturing activities of
printed circuit board. He subsequently left the company in April 2004 and took a career
break.
In January 2005, he joined Dysteq Technology (M) Sdn Bhd (now known as ETMSB)
as Operation Manager whereby he was responsible for overseeing the business
operations of the company. Subsequently in November 2018, together with his son, he
acquired the entire equity interest in CESB from third parties for the purpose of
expanding our Group's business into the trading of materials and supplies mostly to
semiconductor companies. In January 2022, he was appointed as the Electronics
Manufacturing Solution Business Unit Director of our Group to lead the Operation
Department.
For information purpose, Chin Yuen Fong's son, namely Jacky Chin Shi Hou is
currently the software engineer in our Engineering Department. As at the LPD, Jacky
Chin Shi Hou does not have any shareholdings in our Group.
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Registration
Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
Save for the issuance of Shares by our Company as consideration pursuant to the Acquisitions
to our Promoters and / or substantial shareholders as disclosed in Section 6.1.3(iii) of this
Prospectus, the dividends declared and paid as set out below, and the aggregate remuneration
and benefits paid or proposed to be paid to our Promoters and / or substantial shareholders as
set out below, there are no other amount or benefits paid and intended to be paid to our
Promoters and / or substantial shareholders within the 2 years preceding the date of this
Prospectus.
1 January 2023 - - - -
up to the LPD
For the avoidance of doubt, Chin Yuen Fong did not receive any dividend for the Financial
Years Under Review and up to the LPD.
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
FYE 2021 Director fees Salaries(1) Bonuses Allowances Statutory Benefits-in- Total
Contributions kind
(EPF, SOCSO
and EIS)
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Registration
Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
(Proposed) FYE 2023 Director's Salaries(1) Bonuses Allowances Statutory Benefits-in- Total
fees Contributions kind
(EPF, SOCSO
and EIS)
Note:
(1) Inclusive of the annual wage supplement / contractual bonus of 1 month basic salary.
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Note:
(1) Based on our issued share capital of 432,535,630 Shares after the Acquisitions but before our IPO.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
5.2 DIRECTORS
None of our Directors represents any corporate shareholder on our Board. Please refer to
Section 5.6 of this Prospectus for details on the family relationship and / or association between
our Promoter, substantial shareholders, Directors and Key Senior Management.
Datuk Johar Bin Che Mat, a Malaysian aged 71, is our Independent Non-Executive
Chairman. He was appointed to our Board on 1 August 2022.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
In July 1975, he joined Malayan Banking Berhad ("Maybank"), which is in the business
of banking and finance, as an Officer and was subsequently promoted to Assistant
Manager in February 1979, Branch Manager in October 1980, Head of Department of
the Corporate Banking Division, Corporate Credit in April 1993 and was appointed as
Head of Department of the Corporate Banking Division, Malaysian Business Group in
July 1994. During his tenure as Branch Manager and Head of Department, he was
responsible for various managerial duties covering transactional banking (operations),
retail finance, retail marketing and private banking. In April 1995, he was appointed as
the Regional Manager where he was responsible for banking operations and front-end
activities for Maybank branches in Selangor and Negeri Sembilan. He was
subsequently promoted to General Manager of the Commercial Banking Division in
August 1996 and was appointed as General Manager of the Enterprise Banking
Division in March 2002 prior to his promotion as Head of Retail Financial Services
Group, Managing Director's Office in April 2002. Thereafter, he was appointed as the
Chief Operating Officer of Maybank from July 2006 to June 2010 and retired in the
same year.
As at the LPD, he also sits on the board of several private limited and public listed
companies. He is the Non-Independent Non-Executive Chairman of among others,
MNRB Holdings Berhad and Chairman of Takaful Ikhlas Family Berhad and Takaful
Ikhlas General Berhad, both of which are the wholly-owned subsidiaries of MNRB
Holdings Berhad. He is also the Independent Non-Executive Director of MBSB Bank
Berhad and Dagang Nexchange Berhad. Please refer to Section 5.2.4(i) of this
Prospectus for further details of his directorships and involvement in other companies
outside of our Group.
He began his career in September 1984 with the Royal Intelligence Corps of the
Malaysian Armed Forces as a Short Term Commissioned Officer and was
subsequently awarded the rank of Regular Commissioned Officer in February 1996
where he was responsible for coordinating and monitoring various matters in relation
to the politics, economic, science and technology, armed forces, transportation and
culture between Malaysia and China. Between August 1989 and September 1989, he
was based in Taiwan where he assisted in coordinating and arranging bilateral
seminars between Malaysia and Taiwan. He was also as the Mandarin interpreter for
officers of the Malaysian Armed Forces.
Thereafter, he took a study leave in August 1990 to pursue his studies and
subsequently obtained his Bachelor of Arts from the Beijing Language and Culture
University, China in July 1995. Upon completion of his course in China, he returned to
Malaysia and continued to assume his role as the Mandarin interpreter for officers of
the Malaysian Armed Forces prior to pursuing his studies in May 1997.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
Upon obtaining his Master of Arts in Political Science from Universiti Kebangsaan
Malaysia in May 1999, he continued to work in the Malaysian Armed Forces until he
was reassigned to the Security Section of the Thailand Border Development,
Department of Border Management (Bahagian Pengurusan Sempadan Darat) of the
National Security Council in May 2015 as the Chief Liasion Officer based in Songkhla,
Thailand where he was responsible for coordinating and monitoring the safety of the
Malaysia-Thailand border.
During his approximately 35 years of service in the Malaysian Armed Forces, he held
various positions such as, among others, Staff Officer of the Human Resource for the
Royal Intelligence Corps where he was responsible for welfare management of the
officers in the Malaysian Armed Forces. He was also the Administrative Officer of Pusat
Latihan Perisikan (PULARIS) where he was responsible to arrange and plan for
Mandarin courses to be taught in the Pusat Latihan Perisikan (PULARIS). He joined
the Malaysian Armed Forces as Second Lieutenant and held the rank of Lieutenant
Colonel prior to his retirement in March 2020. Please refer to Section 5.2.4(iv) of this
Prospectus for details of his involvement in other companies outside of our Group.
Datin Soheir Binti Mohammad Khatib, a Malaysian aged 57, is our Independent Non-
Executive Director. She was appointed to our Board on 1 August 2022.
She obtained her Bachelor of Arts with Honours in Law from University of Nottingham
in July 1989.
She began her career in March 1991 with Petroliam Nasional Berhad, a company
whose principal activities involved exploitation of oil and gas and marketing of
petroleum and petroleum products, as Legal Executive where she was responsible in
legal matters and documentation in relation to downstream projects and activities. She
left the company in October 1994 and took a career break due to family commitments.
In October 2000, she joined Commerce International Merchant Bankers Berhad (now
known as CIMB Investment Bank Berhad), which is in the business of banking and
finance, as an Executive where she was responsible for matters in relation to corporate
affairs and communication. Thereafter, she left the company in June 2002 and joined
Gas Malaysia Sdn Bhd (now known as Gas Malaysia Berhad), whose principal
activities involved selling, marketing, distribution and promotion of natural gas to
industrial, commercial and residential sectors, in July 2002 as a Senior Executive,
Communications and subsequently joined Pernas International Holdings Berhad (now
known as Tradewinds Corporation Berhad), whose principal activities involved
investment holding, provision of management services, commercial property
investment and hotel operations, in September 2003 as Marketing Communications
Manager in the Marketing Communication Department of Mutiara Kuala Lumpur.
Subsequently, she left the company in December 2003 and took a career break due to
family commitments. In June 2004, she joined American International Assurance
Company, Limited (now known as AIA Company Limited), a company whose principal
activities involved underwriting of life insurance business, including investment-linked
life business and general insurance businesses, as Manager of Corporate
Communication and left the company in December 2005.
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Registration No. 201901033362
201901033362 (1342692-X)
(1342692-X)
In January 2006, she joined Inno Bio Ventures Sdn Bhd, a company whose principal
activities involved in, among others, investing, manufacturing and consulting in the field
of biotechnology, as Senior Manager and was subsequently promoted to Vice
President Corporate Strategy in July 2007 where she was primarily responsible for
overseeing various areas in relation to human resource, administration and
communication, legal and company secretarial support as well as liaising with the
relevant governmental agencies. Thereafter, she left the company in December 2007
and joined Nine Bio Sdn Bhd, a company focused on the research and development of
vaccines, natural products and biologics, in January 2008 as Marketing and
Communications Director where she was responsible for the development and
execution of the company's communications strategy involving the research and
development of vaccines, natural products and biologics.
She left Ninebio Sdn Bhd in June 2008 and joined Pantai Management Resources Sdn
Bhd, a wholly owned subsidiary of Pantai Holdings Sdn Bhd, a company which
principally engaged in provision of administration support, training, research and
development services, in September 2008 as Assistant General Manager, Corporate
Communications where she was primarily responsible for reviewing and monitoring the
hospitals and business units within the group in relation to the corporate
communications, branding, public relations and corporate social responsibility. She left
the company in January 2012 and joined East Coast Economic Region Development
Council in April 2013 as Senior Manager, Corporate Communications. Thereafter, she
left the company in August 2013. She took career breaks between July 2008 to August
2008, February 2012 to March 2013 and subsequently in September 2013 to August
2014 due to family commitments.
Subsequently, she co-founded Desa Janajaya Sdn Bhd, a company which is principally
involved in agrotechnology solutions, in August 2016 to venture into sustainable
agrotechnology solutions. As at the LPD, she is the Director of Desa Janajaya Sdn
Bhd. Please refer to Section 5.2.4(v) of this Prospectus for further details of her
directorships and involvement in other companies outside of our Group.
Joyce Wong Ai May, a Malaysian aged 47, is our Independent Non-Executive Director.
She was appointed to our Board on 1 August 2022.
She obtained her degree of Bachelor of Commerce from the University of Tasmania in
December 1998. She is an Accountant by profession and a member of the Certified
Practicing Accountants, Australia since January 2003. In addition, she is also a
member of the Malaysian Institute of Accountants since September 2016 and the
Institute of Internal Auditors Malaysia since March 2018.
She began her career in June 1999 with Smith Zain Securities Sdn Bhd, which was
involved in the business of stockbroking, as Accounts Executive where she was
responsible for treasury management accounting and financial accounting. Pursuant
to a corporate exercise undertaken by Smith Zain Securities Sdn Bhd which resulted
in BBMB Securities Sdn Bhd (which is also principally involved in stockbroking) taking
over the business of Smith Zain Securities Sdn Bhd, she was reemployed by BBMB
Securities Sdn Bhd in December 2002 as Head of Finance at the Penang branch of
BBMB Securities Sdn Bhd where she was responsible for overseeing the overall
operations of the Finance Department at branch level. She left the company in January
2004.
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Registration No.
No. 201901033362
201901033362 (1342692-X)
(1342692-X)
She subsequently left Hwang-DBS Securities Berhad in July 2004 and joined Fastrack
Corporate Sdn Bhd, a company principally involved in provision of secretarial and
consultancy services, in August 2004 as an Executive where she was responsible for
handling all secretarial related matters for private and public companies. She left the
company in January 2005. In January 2005, she joined UHY, Malaysia, a member of
Urbach Hacker Young International Limited as Audit Supervisor and was subsequently
promoted to Director in January 2015, where she was responsible for overseeing the
overall operations of the firm.
In May 2016, she left the firm to set up her own consulting company, JWC Consulting
Sdn Bhd, a company which provides business management consultancy services.
Together with a team of professionals, she served public listed companies by providing
business process reviews, enterprise risk management and corporate governance
reviews and she is currently the Director of the company.
She also sits on the Industry Advisory Panel of the School of Business for DISTED
College, Penang since March 2015. She is the Regional Member Representative for
the Certified Practicing Accountants, Australia for the Penang region and a member of
the Finance Committee of a non-profit organisation.
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
The shareholdings of our Directors in our Company before and after the IPO are as follows:
Name Designation Nationality Before the IPO / After the Acquisitions After the IPO
Direct Indirect Direct Indirect
No. of %(1) No. of %(1) No. of %(2) No. of %(2)
Shares Shares Shares Shares
Chin Yong Keong Executive Director / Malaysian 251,859,172 58.23 - - 234,579,172 44.05 - -
Group CEO
Notes:
(1) Based on our issued share capital of 432,535,630 Shares after the Acquisitions but before our IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after our IPO.
Our Directors may subscribe for Issue Shares under the public balloting portion as set out in Section 4.1.1(i) of this Prospectus. None of our Directors
represents any corporate shareholder on our Board.
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Registration
Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
5.2.4 Principal directorships and principal business activities outside our Company
Save as disclosed below, none of our Directors have any directorship or principal business activities performed outside our Group for the past 5 years
up to the LPD:
Company Position held Date appointed as Date resigned as Equity interest as Principal activities
Director Director at the LPD (%)
Direct Indirect
Present involvement
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Registration
Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as Principal activities
Director Director at the LPD (%)
Direct Indirect
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Registration
Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as Principal activities
Director Director at the LPD (%)
Direct Indirect
Past involvement
One Glove Group Independent 18 April 2016 25 February 2019 - - Investment holding,
Berhad (previously Non-Executive while its subsidiaries
known as Gets Director are involved in the
Global Berhad) manufacturing, sales
and marketing of gloves
and other related
activities
Rural Capital Berhad Director 18 August 2014 30 July 2021 - - Debt collector and
financing processing
Notes:
(2) Malaysian Re (Dubai) Ltd was incorporated in December 2006 in Dubai and is a wholly-owned subsidiary of MNRB Holdings Berhad.
(3) PING Petroleum Limited was incorporated in July 2012 in Bermuda and is a 90%-owned subsidiary of Dagang Nexchange Berhad.
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director / Partner Director the LPD (%)
Direct Indirect
Present involvement
- - - - - - -
Past involvement
Mechmodule Director 23 December 2019 17 December 2020 - - Metal and plastic parts
Technology Sdn Bhd machinists, modifiers,
repairers and sub-
assemblers,
engineering contractors
and hardware dealers
and property investment
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Registration
Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director Director the LPD (%)
Direct Indirect
Present involvement
High Cloud PLT Partner 21 December 2017 - - - Investment holding in
properties (office units)
Past involvement
Aicode Labs Director 15 April 2021 18 July 2022 - - Provision of services in
relation to engineering
design
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director Director the LPD (%)
Direct Indirect
Present involvement
Past involvement
- - - - - - -
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director Director the LPD (%)
Direct Indirect
Present involvement
Desa Janajaya Sdn Director and 8 September 2016 - 33.33 33.33(1) Involved in
Bhd shareholder agrotechnology
solutions
Past involvement
Note:
(1) Deemed interested by virtue of her spouse's shareholdings in Desa Janajaya Sdn Bhd pursuant to Section 8 of the Act.
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director Director the LPD (%)
Direct Indirect
Present involvement
JWC Consulting Sdn Director and 4 May 2016 - 50.00% 50.00%(1) Business management
Bhd shareholder consultancy services
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Company Position held Date appointed as Date resigned as Equity interest as at Principal activities
Director Director the LPD (%)
Direct Indirect
PCCS Group Berhad Independent 2 November 2020 - -(2) - Investment holding and
Non-Executive provision of
Director management services
while its subsidiaries are
involved in textile
industry, healthcare
industry, financing and
general insurance
services
Past involvement
NCT Alliance Berhad Independent 22 December 2017 11 September 2019 - - Investment holding
(formerly known as Non-Executive while its subsidiaries are
Grand-Flo Berhad) Director involved in construction
industry
Notes:
(1) Deemed interested by virtue of her father's shareholdings in JWC Consulting Sdn Bhd pursuant to Section 8 of the Act.
(2) Negligible
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
The involvement of our Directors in those business activities outside our Group does not give rise to any conflict of interest situation with our business.
The involvement of our Executive Directors in other directorships or businesses does not preclude them from allocating or committing their time and
effort to our Group as they are not involved in the management and day-to-day operations of these businesses, other than attending meetings of the
board of directors on which they serve. As such, our Executive Directors are of the view that although they are involved in other businesses as set out
above, they are able to devote sufficient time and attention to the affairs of our Group to carry out their respective duties.
Further, the involvement of our Independent Non-Executive Directors in other directorships or businesses will not and would not be expected to affect
their commitment and responsibilities to our Group as the Independent Non-Executive Directors' involvement in our Group are to the extent of attending
meetings and discharging their roles and responsibilities as our independent directors.
The aggregate remuneration and material benefits in-kind paid and proposed to be paid to our Directors for services rendered to our Group in all
capacities for FYE 2022 and proposed FYE 2023 are as follows:
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
(Proposed) FYE 2023 Director's Salaries(1) Bonuses Allowances Statutory Benefits-in- Total
fees Contributions kind
(EPF, SOCSO
and EIS)
Notes:
(1) Inclusive of the annual wage supplement / contractual bonus of 1 month basic salary.
(2) Excluding bonuses which will be determined at a later date depending on performance of the individuals and our Group.
The remuneration of our Directors, which includes Director's fees, salaries, bonuses and allowances as well as other benefits, must be considered and
recommended by our Nomination and Remuneration Committee and subsequently be approved by our Board, subject to the provisions of our
Constitution. Our Directors' fees must be further approved or endorsed by our shareholders in a general meeting.
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5.3.1 Directorship
The details of the date of expiration of the current term of office for each of the Directors and
the period for which the Directors have served in office are as follows:
Datuk Johar Bin Che Independent Non- 1 August 2022 Subject to Less than 1
Mat Executive Chairman retirement at year
the AGM in
2023(2)
Khong Chee Seong Executive Director / 15 July 2020 Subject to 2 years and
Business Unit retirement at 9 months
Director the AGM in
2025(1)
Datin Soheir Binti Independent Non- 1 August 2022 Subject to Less than 1
Mohammad Khatib Executive Director retirement at year
the AGM in
2023(2)
Joyce Wong Ai May Independent Non- 1 August 2022 Subject to Less than 1
Executive Director retirement at year
the AGM in
2023(2)
Notes:
(1) Retirement by rotation pursuant to Clause 18.4 of our Constitution which provides that
all the Directors shall retire from office, and at the AGM in every subsequent year an
election of Directors shall take place and 1/3 of the Directors for the time being, or, if
their number is not 3, or a multiple of 3, then the number nearest to 1/3 shall retire from
office and be eligible for re-election PROVIDED ALWAYS that all Directors shall retire
from office once at least in each 3 years but shall be eligible for re-election. A retiring
Director shall retain office until the close of the AGM at which he retires.
(2) Retirement pursuant to Clause 18.10 of our Constitution which provides, among others,
that any Director appointed by our Board shall hold office only until the next AGM and
shall then be eligible for re-election.
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Save as disclosed in Section 5.7 of this Prospectus which relates to the Service Agreements of
our Executive Directors, none of our Directors has been appointed for a fixed term.
Our Board acknowledges and takes cognisance of the Malaysian Code of Corporate
Governance ("MCCG") which came into effect on 28 April 2021, contains best practices and
guidance for listed companies to improve upon or to enhance their corporate governance as it
forms an integral part of their business operations and culture. The latest recommendations of
the MCCG, which include among others, the Chairman of the board should not be a member
of the Audit Committee, Nomination Committee, or Remuneration Committee. Datuk Johar Bin
Che Mat, our Independent Non-Executive Chairman, is not a member of the Audit Committee,
Nomination Committee or Remuneration Committee. In this regard, our Group is in compliance
with the MCCG as at the LPD.
Our Audit Committee was established on 4 August 2022 and its members were appointed by
our Board. Our Audit Committee comprises the following members:
The primary function of the Audit Committee is to assist our Board in the discharge of its
responsibilities in relation to accounting and financial reporting practices of our Group.
(i) review the audit scope, nature and plan with the external auditors, including any
changes to the planned audit scope and ensure co-ordination where more than one
firm of auditors is involved and report on the same to our Board;
(ii) review external audit reports to ensure that prompt corrective actions are taken to
address issues (including any deficiencies in the internal control system) highlighted
and report on the same to our Board;
(iii) consider the appointment, objectivity, suitability and independence of the external
auditor, the services and audit fee (to ensure a balance between objectivity and value
for money) and any questions of resignation or dismissal, and the letter of resignation
from the external auditors, if applicable;
(iv) review whether there is a reason, supported by grounds, to believe that the external
auditors are not suitable for reappointment and report the same to our Board;
(v) review the adequacy of the scope, functions, competency, budget and resources of the
internal audit function and whether it has the necessary authority to carry out its work;
(vi) review the internal audit plan, processes and results of the internal audit assessments,
investigation undertaken and where necessary, ensure that appropriate action is taken
by management on the recommendations of the internal audit function;
(vii) approve any appointments or termination of internal auditors and provide the resigning
internal auditors an opportunity to submit his reasons for resigning;
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(ix) evaluate the effectiveness and independence of the internal audit function;
(x) review the adequacy and effectiveness of internal control systems, including
management information system and the internal auditors' and or external auditors'
assessment of these systems;
(xi) review the quarterly and year-end financial statements of our Company, focusing
particularly on:
(xii) oversee our Group's internal control structure to ensure operational effectiveness and
efficiency, reduce risk of inaccurate financial reporting, protect our Company's assets
from misappropriation and encourage legal and regulatory compliance;
(xiii) review any related party transaction and conflict of interests situation that may arise
within our Company or Group including any transaction, procedure or course of conduct
that raises questions of management integrity and report the same to our Board; and
(xiv) review the Audit Committee's reporting and the statement with regard to the state of
internal controls and risk management of our Group for inclusion in the annual report
and report the same to our Board.
Our Risk Management Committee was established on 4 August 2022 and its members were
appointed by our Board. Our Risk Management Committee comprises the following members:
The Risk Management Committee is established by our Board to assist our Board in identifying,
assessing, managing, monitoring and controlling the risks in areas that are applicable to our
Group to ensure that the risk management process is in place and functioning.
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Our Risk Management Committee undertakes, among others, the following functions:
(i) provide oversight, direction and counsel to our Group's risk management process
which includes the following:
(a) review the risk appetite and recommend risk management strategies, policies
and risk tolerance levels for Board's approval;
(b) monitor our Group and Company level risk exposures and management of the
significant financial and non-financial risks identified;
(c) evaluate new risks identified by the management including the likelihood of the
emerging risks happening in the future and consider the need to put in place
the appropriate controls;
(d) review the Group Risk Profile (including risk registers) and ensure that
significant risks that are outside tolerable ranges are being responded with
appropriate actions taken in a timely manner to mitigate the business risks;
(f) review and recommend our Group's level of risk tolerance and actively identify,
assess and monitor key business risks to safeguard shareholders' investments
and our Group's assets.
(ii) establish and periodically review the Group Risk Management guidelines and policies
and ensure implementation of the objectives outlined in the policies and compliance
thereof;
(iii) evaluate the effectiveness of the risk management structure, processes and support
system to identify, assess, monitor and manage our Group's key risks;
(iv) review all major investment and project business cases in accordance with established
thresholds in the approved Group Limits of Authority, focusing on the following:
(a) evaluate the risks associated with funding options and costs, and investment
returns and making its recommendation to our Board for approval of the
investment or project;
(b) advise our Board on potential risk response strategies that need to be adopted
in relation to a decision to proceed with the investment or project;
(d) review the effectiveness of risk mitigating actions post approval for major
investments and projects based on Group Risk Management assessments,
and reporting the same to our Board; and
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(vi) review the effectiveness of the system for monitoring compliance with applicable laws,
regulations, rules, directives and guidelines, and the results of the management's
investigation and follow-up (including disciplinary action) of any instances of non-
compliance; and
(vii) review the Statement on Risk Management and Internal Control and Sustainability
Reporting in our Group's annual report to ensure that relevant information as prescribed
in the Listing Requirements is disclosed. Disclosure in the annual report should include
a discussion on how key risk areas such as finance, operations, regulatory compliance,
reputation, cyber security and sustainability were evaluated and the controls in place
for our Group to mitigate and manage those risks.
Our Nomination and Remuneration Committee was established on 4 August 2022 and its
members were appointed by our Board. Our Nomination and Remuneration Committee
comprises the following members:
Our Nomination and Remuneration Committee undertakes, among others, the following
functions:
(i) establish a policy formalising our Group's approach to boardroom diversity including
diversity in gender, age, culture, skills, knowledge and experience and independence;
(ii) evaluate, review and recommend on an annual basis to our Board the appropriate size,
structure, balance and composition of our Board, required mix of skills, experience and
other qualities, including core competencies to function effectively and efficiently which
non-executive Director shall bring to our Board to ensure that they are in line with our
Company and our Group's requirements and is in compliance with the Listing
Requirements;
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(iii) assess the effectiveness of our Board, the committees of our Board and the
contributions of each individual Director, including the independence of independent
non-executive director, as well as the CEO and chief financial officer (where these
positions are not Board members), based on the process and procedures laid out by
our Board; and to provide the necessary feedback to directors in respect of their
performance;
(iv) consider and recommend to the Board the selection criteria for new appointments as
the Directors of Edelteq and the Group;
(vi) oversee succession planning for our Board Chairman and Directors;
(vii) determine and recommend to our Board the framework or board policy for the
remuneration structure, in all forms, of the Executive Directors and Key Senior
Management, drawing from outside advice as necessary; The remuneration shall cover
all aspects of remuneration including Directors' fee, salaries, allowances, bonuses,
options and benefit-in-kind;
(viii) determining the remuneration packages of Directors, Key Senior Management and
employee consultants of our Group; and
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Yap Hooi Min, a Malaysian aged 38, is our Financial Controller. She is responsible for
overseeing all aspects of accounting functions of our Group, including financial
reporting, budgeting, taxation and cash flow management.
She obtained her Bachelor of Accounting from Universiti Utara Malaysia in October
2009. She has been a member of the Malaysian Institute of Accountants since 2013.
She started her career with SH Tax Services Sdn Bhd, which carries on business as
tax agents and management consultants, as Tax Assistant in June 2009 and was
subsequently promoted to Tax Semi-Senior in September 2010, where she was
involved in taxation matters such as tax compliance assignments and tax field audit.
She left the company in April 2011.
In April 2011, she joined CHI-LLTC, a chartered accountants firm and a member of
Clarkson Hyde Global, as Audit Assistant. She was promoted to Audit Senior in
January 2013, Audit Supervisor in January 2015, Audit Assistant Manager in January
2016 and Audit Manager in January 2018. During her tenure with the firm, she was
involved in the audit of various private limited companies. She was mainly responsible
for audit planning and resolving audit issues. Subsequently in January 2021, she was
transferred to TNL Partners PLT, a chartered accountants firm and licenced tax agent,
which is also a member of Clarkson Hyde Global, where she assumed the position as
Audit Manager.
In December 2021, she left TNL Partners PLT and joined our Group as Financial
Controller to lead the Finance Department. She brings with her approximately 14 years
of experience in accounting, taxation and finance industry.
Lee Kim Loon, a Malaysian aged 50, is our Engineering Director. He is responsible for
overseeing the technical management, business development, strategy and path
finding for the equipment and automation business division.
He obtained his Bachelor of Engineering from the University of Liverpool in July 1997.
He started his career with Audio-Visual Land (Malaysia) Sdn Bhd, a distributor and
dealer in all types of audio visual equipment, in October 1997 as Sales Engineer in the
Project Sales Department where he was involved in sales and project management.
He left the company in December 1997.
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In June 2002, he joined Intel Microelectronics (M) Sdn Bhd, which principally involved
in assembling and testing of microcontrollers and non-microcontrollers, as Product
Engineer where he was responsible to lead and drive a group of project engineers for
continuous improvement in terms of cost, productivity and yield at the lean factory test
production. He left the company in May 2003.
In May 2003, he joined Agilent Technologies (Malaysia) Sdn Bhd, a company involved
in assembly of electrical components, as Senior Engineer and was subsequently
promoted to Research and Development Operating Manager in June 2004. Pursuant
to a corporate exercise undertaken by the holding company of Agilent Technologies
(Malaysia) Sdn Bhd and Avago Technologies (M) Sdn Bhd, a company which performs
contract manufacturing services and related research and development services of
optoelectronics and semiconductor components / sub-assemblies on behalf of related
companies he was subsequently employed under Avago Technologies (M) Sdn Bhd
and assumed the same position as Research and Development Operating Manager.
He was primarily responsible for industrial automation project management, new
technologies research and people management. During his stint with the company, he
developed and released various encoder products to the market, including the
magnetic encoder solution, a million counts pseudo absolute encoder, a true high
resolution absolute encoder, a 6 discrete channel (6CH) commutating encoder, a sub
10-millimetre miniature encoder solution and many more customisation solution to
satisfy customers' needs.
He left Avago Technologies (M) Sdn Bhd in September 2014 and subsequently joined
Altera Worldwide Services (M) Sdn Bhd, a company which involved in the provision of
shared service to its related companies, as Technical Program Manager where he was
responsible in driving product solution for customer design and adoption, champion the
customer escalation, driving key customer issues to closure and business development.
He left the company in December 2015. In January 2016. he joined Lumileds Malaysia
Sdn Bhd, a company whose principal activities involved manufacturing and sale of light
emitting diodes (LEDs) based lighting products, as Development Engineer where he
led and drive value engineering program and manufacturing process improvement.
He left Lumileds Malaysia Sdn Bhd in September 2018 and joined Mi Equipment
Holdings Berhad (now known as Mi Technovation Berhad), an investment holding
company listed on the Main Market of Bursa Securities while its subsidiaries involved
in, among others, design and manufacturing of WLCSP sorting machines with
inspection and testing capabilities for the semiconductor industry and precision
fabrication parts in October 2018 as Engineering Director where he was primarily
responsible to lead a group of engineers to perform equipment design and
development. He was subsequently transferred to Mi Autobotics Sdn Bhd in March
2019 and assumed the same role until June 2019.
Between July 2019 and May 2020, he ventured into the food and beverage industry
whereby he incorporated Far Glory Enterprise in August 2019.
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
The details of our Key Senior Management and their direct and indirect shareholdings before and after the IPO are as follows:
Name Nationality Designation Before the IPO / After the Acquisitions After the IPO
Direct Indirect Direct Indirect
No. of %(1) No. of %(1) No. of %(2) No. of %(2)
Shares Shares Shares Shares
Chin Yong Keong Malaysian Executive Director / 251,859,172 58.23 - - 234,579,172 44.05 - -
Group CEO
Notes:
(1) Based on our issued share capital of 432,535,630 Shares after the Acquisitions but before our IPO.
(2) Based on our enlarged issued share capital of 532,535,630 Shares after our IPO.
(3) Assuming our Key Senior Management fully subscribed for their respective allocations under the Pink Form Allocation.
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Save as disclosed below, none of our Key Senior Management has any directorship principal business activities performed outside our Group for the
past 5 years up to the LPD:
Company Position held Date appointed as Date resigned as Equity Interest as at Principal Activities
Director Director the LPD (%)
Direct Indirect
Present involvement
Past involvement
- - - - - - -
The involvement of our Key Senior Management in the business activities outside our Group as stated above:
(i) does not give rise to any conflict of interest situation with our business; and
(ii) does not preclude them from allocating or committing their time and effort to our Group as they are not involved in the management and day-
to-day operations of these businesses. Such businesses do not require their involvement on a daily basis as these businesses are managed
by their respective management.
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The aggregate remuneration and material benefits-in-kind paid and proposed to be paid to our
Key Senior Management for services rendered to our Group in all capacities for the FYE 2022
and proposed FYE 2023 are as follows:
RM'000 RM'000(1)
Chin Yong Keong 600 – 650 600 – 650
Note:
(1) Inclusive of the annual wage supplement / contractual bonus of 1 month basic salary.
Performance bonuses are not included as it will be determined later depending on the
performance of the individuals and our Group, subject to the recommendation of the
Nomination and Remuneration Committee and approval by our Board.
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5. INFORMATION ON PROMOTERS, SUBSTANTIAL SHAREHOLDERS, DIRECTORS AND KEY SENIOR MANAGEMENT (CONT’D)
Board of Directors
Khong Chee Seong Chin Yuen Fong Yap Hooi Min Lee Kim Loon
(Executive Director / (Electronics (Financial (Engineering
Business Unit Manufacturing Controller) Director)
Director) Solution Business
Unit Director)
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None of our Promoters, Directors and Key Senior Management is or was involved in any of the
following events, whether within or outside Malaysia:
(i) in the last 10 years, a petition under any bankruptcy or insolvency laws was filed (and
not struck out) against such person or any partnership in which he / she was a partner
or any corporation of which he / she was a director or member of key senior
management;
(ii) disqualified from acting as a director of any corporation, or from taking part directly or
indirectly in the management of any corporation;
(iii) in the last 10 years, such person was charged or convicted in a criminal proceeding or
is a named subject of a pending criminal proceeding. If convicted, the date must be
calculated from the date of conviction or if sentenced to imprisonment, from the date of
release from prison;
(iv) in the last 10 years, any judgment was entered against such person, or finding of fault,
misrepresentation, dishonesty, incompetence or malpractice on his part, involving a
breach of any law or regulatory requirement that relates to the capital market;
(v) in the last 10 years, such person was the subject of any civil proceeding, involving an
allegation of fraud, misrepresentation, dishonesty, incompetence or malpractice on his/
her part that relates to the capital market;
(vi) the subject of any order, judgment or ruling of any court, government or regulatory
authority or body, temporarily enjoining him / her from engaging in any type of business
practice or activity;
(vii) in the last 10 years, such person has been reprimanded or issued any warning by any
regulatory authority, securities or derivatives exchange, professional body or
government agency; and
Save as disclosed below, there is no family relationship and / or association between any of
our Promoters, substantial shareholders, Directors and / or Key Senior Management as at the
LPD:
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As at the LPD, save as disclosed below, none of our Directors and / or Key Senior Management
has any existing or proposed service agreement with our Group:
(i) Service Agreement dated 17 December 2021 entered into between Chin Yong Keong
and Edelteq, for the appointment of Chin Yong Keong as our Group CEO for 10 years
commencing from 1 January 2022 at a monthly salary of RM44,900.00. Either party
shall have the option to extend this service agreement for a further period of 3 years
thereafter on the terms and conditions to be mutually agreed upon.
(ii) Service Agreement dated 17 December 2021 entered into between Khong Chee Seong
and ETSB, for the appointment of Khong Chee Seong as the Executive Director cum
Business Unit Director for 10 years commencing from 1 January 2022 at a monthly
salary of RM18,670.00. Either party shall have the option to extend this service
agreement for a further period of 2 years thereafter on the terms and conditions to be
mutually agreed upon.
(iii) Service Agreement dated 17 December 2021 entered into between Chin Yuen Fong
and ETSB, for the appointment of Chin Yuen Fong as the Electronics Manufacturing
Solution Business Unit Director for 10 years commencing from 1 January 2022 at a
monthly salary of RM18,670.00. Either party shall have the option to extend this service
agreement for a further period of 2 years thereafter on the terms and conditions to be
mutually agreed upon.
The salient terms of the abovementioned Service Agreements, which are subject to the review
of our Nomination and Remuneration Committee, are as follows:
(a) either the employees or our Group can terminate the Service Agreements by giving the
other party notice or payment in lieu of such notice. Following the terms of our
Employees Handbook, the notice period for our confirmed employees of less than 3
years is 60 days while confirmed employees of more than 3 years of service is 90 days;
(b) in the event the Service Agreements are terminated by either party prior to the expiry
of the contract period, payment of a liquidated sum equivalent to the salary of the
employees for a period of 5 years contract shall be made as liquidated damages by the
party responsible for such early termination to the other party; and
(c) the remuneration of the employees shall be subject to periodic review by our Board.
Our Board shall recommend any adjustment and / or increment that is deemed to be
suitable for shareholders' approval.
Our Board believes that the success of our Group depends on the abilities to retain our Key
Senior Management. We have implemented a management succession plan, where we have
put in place a process to groom new management staff to gradually assume the responsibilities
of senior management. Our Group's strategy for management continuity is driven by our top
management who is responsible for identifying key competencies and requirements of
candidates. If the need arises, we will recruit qualified personnel with knowledge and expertise
of our business to enhance our operations.
Our Group's management succession plan consists of, among others, the following:
(i) recruitment and selection – identifying key competencies and requirements for
managerial and key senior positions for succession planning, and identifying potential
successor's readiness to facilitate skills transfer so as to ensure smooth running and
continuity of our Group's operations;
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(ii) competitive remuneration and employee benefits – our Group provides competitive
remuneration and employee benefits to our employees in our effort to retain our
employees;
(iii) structured career planning and development – our senior management trains the lower
and middle management employees to gradually assume more responsibilities; and
(iv) continuous training and education – our middle management actively participates in
discussions and decision-making in the operation of our Group. Such active
participation will ensure a better understanding of our Group's operations and enable
the personnel to equip themselves with the necessary knowledge and skills to succeed
in senior management roles.
Additionally, our Key Senior Management has clearly defined leadership roles and
responsibilities within the departments of our Group respectively, which is supported by the
lower and middle management staff.
Our Group's management support plan for our Executive Directors consists of, among others,
the following:
(i) clearly defined the roles and responsibilities of our Key Senior Management to facilitate
monitoring of daily operations of our Group;
(ii) hierarchical organisation structure that sets out the reporting relationships, level of
authority and responsibilities of each department to facilitate efficient reporting flow of
information from upwards, downwards and across different departments;
(iv) Key Senior Management are responsible to oversee its respective functions and report
directly to our Executive Directors.
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We were incorporated in Malaysia under the Act on 18 September 2019 as a private limited
company under the name of Edelteq Holdings Sdn Bhd. On 20 September 2022, our Company
was converted into a public limited company for the purpose of the Listing.
Our Company is an investment holding company. Through our subsidiaries, we are principally
involved in the provision of engineering support for IC assembly and test processes in the
semiconductor industry. Our Company operates in the semiconductor industry where our
products and services primarily support the IC assembly and test process conducted by our
customers in the semiconductor industry. Our customers comprise primarily IDMs and OSATs.
IDMs are semiconductor companies that are involved in the design, fabrication, assembly and
testing of ICs, while OSATs are semiconductor companies that are involved in the assembly
and testing of ICs.
Further details on our Group's history and business activities are set out in Sections 7.1 and
7.2 of this Prospectus.
As at the LPD, our issued share capital is RM15,138,747 comprising 432,535,630 Shares.
Details of the changes in our issued share capital since incorporation are as follows:
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There were no discounts, special terms or instalment payment terms given in consideration of
the above allotment. As at the LPD, we do not have any outstanding warrants, options,
convertible securities and uncalled capital.
Upon completion of our Listing, our issued share capital will increase to RM39,138,747
comprising 532,535,630 Shares.
In preparation for our Listing, we have undertaken the Pre-IPO Restructuring Exercise as
detailed below:
(i) Capitalisation
As at 31 December 2021, Chin Yong Keong and Khong Chee Seong have advanced
a total amount of RM820,647 to Edelteq. For clarification purpose, the purpose of an
advance of RM820,647 provided by Chin Yong Keong and Khong Chee Seong was for
the acquisition of Batu Kawan Land and working capital of our Group of which the 2
Promoters had decided to accept the repayment in Shares instead of cash. Accordingly,
on 31 December 2021, an amount of RM820,000 was capitalised via the issuance of
820,000 new Shares at an issue price of RM1.00 per Share and the remaining balance
of RM647 was fully satisfied by cash as set out below:
The Capitalisation was completed on 31 December 2021 and the issued share capital
of Edelteq had increased from RM200,000 comprising 200,000 Shares to RM1,020,000
comprising 1,020,000 Shares. The shareholding structure of Edelteq before and after
the Capitalisation is as set out below:
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Upon the completion of the Share Split on 28 July 2022, the resultant issued share
capital of Edelteq is RM1,020,000 comprising 29,142,857 Shares where the
shareholding structure of Edelteq before and after the Share Split is as set out below:
Existing Before the Share Split / After After the Share Split
shareholders Capitalisation
No. of Shares % No. of Shares %
(iii) Acquisitions
The conditional share sale agreement was completed on 24 March 2022 and
the new Shares were allotted and issued on 30 March 2023. As such, ETSB
became a wholly-owned subsidiary of our Group.
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The conditional share sale agreement was completed on 24 March 2023 and
the new Shares were allotted and issued on 30 March 2023. As such, EVSB
became a wholly-owned subsidiary of our Group.
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The conditional share sale agreement was completed on 24 March 2023 and
the new Shares were allotted and issued on 30 March 2023. As such, CESB
became a wholly-owned subsidiary of our Group.
Note:
% RM
Chin Yong 400,000 40.00 1,992,984 56,942,388
Keong
The conditional share sale agreement was completed on 24 March 2023 and
the new Shares were allotted and issued on 30 March 2023. As such, ETMSB
became a wholly-owned subsidiary of our Group.
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The conditional share sale agreement was completed on 24 March 2023 and
the new Shares were allotted and issued on 30 March 2023. As such, DTSB
became a wholly-owned subsidiary of our Group.
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Our shareholders and Group structure before and after the Acquisitions and IPO is illustrated below:
Chin Yong Keong Khong Chee Seong Chin Yong Keong Khong Chee Seong
EVSB CESB
Chin Yong Keong Khong Chee Seong Chin Yuen Fong Chin Yong Keong Khong Chee Seong Chin Yuen Fong
DTSB ETMSB
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201901033362 (1342692-X)
Chin Yong Keong Khong Chee Seong Chin Yuen Fong Tan Joo Hung
Edelteq
Chin Yong Keong Khong Chee Seong Chin Yuen Fong Tan Joo Hung Malaysian public and Eligible Persons#
selected investors
Edelteq
Note:
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The details of our Subsidiaries as at the LPD are set out below:
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6.2.1 ETSB
As at the LPD, the issued share capital of ETSB is RM200,000 comprising 200,000
ordinary shares.
Save as disclosed below, there are no changes in the issued share capital of ETSB
since incorporation up to the LPD:
As at the LPD, ETSB does not have any outstanding warrants, options, convertible
securities and uncalled capital.
As at the LPD, the directors of ETSB are Chin Yong Keong and Khong Chee Seong.
As at the LPD, ETSB does not have any subsidiary, associate company or joint venture.
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6.2.2 EVSB
As at the LPD, the issued share capital of EVSB is RM200,000 comprising 200,000
ordinary shares.
Save as disclosed below, there are no changes in the issued share capital of EVSB
since incorporation up to the LPD:
As at the LPD, EVSB does not have any outstanding warrants, options, convertible
securities and uncalled capital.
As at the LPD, directors of EVSB are Chin Yong Keong and Khong Chee Seong.
As at the LPD, EVSB does not have any subsidiary, associate company or joint venture.
6.2.3 CESB
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As at the LPD, the issued share capital of CESB is RM100,000 comprising 100,000
ordinary shares.
Save as disclosed below, there has been no changes in the issued share capital of
CESB for the Financial Years Under Review up to the LPD:
As at the LPD, CESB does not have any outstanding warrants, options, convertible
securities and uncalled capital.
As at the LPD, CESB does not have any subsidiary, associate company or joint
venture.
6.2.4 ETMSB
As at the LPD, ETMSB does not have any outstanding warrants, options, convertible
securities and uncalled capital.
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As at the LPD, the directors of ETMSB are Chin Yong Keong, Khong Chee Seong and
Chin Yuen Fong.
As at the LPD, ETMSB does not have any subsidiary, associate company or joint
venture.
6.2.5 DTSB
As at the LPD, the issued share capital of DTSB is RM100,000 comprising 100,000
ordinary shares.
Save as disclosed below, there are no changes in the issued share capital of DTSB
since incorporation up to the LPD:
As at the LPD, DTSB does not have any outstanding warrants, options, convertible
securities and uncalled capital.
As at the LPD, DTSB does not have any subsidiary, associate company or joint venture.
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Edelteq Head office / No. 20, 1st Floor, Lorong Impian Ria 4
rented from ETMSB Taman Impian Ria
14000 Bukit Mertajam
Pulau Pinang
Please refer to Section 7.19 of this Prospectus for further information of our Group's material
lands and buildings.
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Our capital expenditure for the Financial Years Under Review and up to the LPD are
summarised as follows:
Plant and 11 - 33 23 5
machinery
Others(c) 53 96 59 178 41
Notes:
(a) Acquisition of the Batu Kawan Land from PDC, comprising the purchase
consideration of RM3.31 million and capitalised expenses (i.e. stamp duty as
well as professional fees for land valuation and soil investigation) of RM0.19
million.
New server room in our head office (RM0.08 million) and construction
of the Proposed Batu Kawan Factory (RM0.10 million), comprised of
1st progress billing for design package for FYE 2022.
(c) Relates to capital expenditure of furniture, fittings and office equipment as well
as electrical installation and renovation.
Our capital expenditure were mainly driven by our business expansion. The above
material capital expenditures were financed by a combination of bank borrowings and
internally generated funds.
We do not have any material capital divestitures for the Financial Years Under Review
and up to the LPD.
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During the last financial year and up to the LPD, there were no:
(i) public take-over offers by third parties in respect of our Shares; and
(ii) public take-over offers by our Group in respect of other companies' shares.
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7. BUSINESS OVERVIEW
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In 2006, Khong Chee Seong and Chin Yuen Fong saw a new business opportunity in the design
and manufacturing of IC burn-in boards. Venturing into the design and manufacturing of IC
burn-in boards was a progression within the semiconductor industry in offering expanded
product range to customers. We were able to leverage on our existing knowledge and
experience in the design and manufacturing of PCBs to expand into IC burn-in boards.
Since our Group's venture into the design and assembly of IC burn-in boards in 2006, our Group
has been focusing on expanding its 2 core activities, namely the design and assembly of IC
burn-in boards and supply of PCB segment.
Over the span of the next 11 years, from 2006 to 2017, we continued to focus on expanding
our customer base and servicing existing customers in the design and manufacturing of PCBs
and IC burn-in-boards. The following are the notable customers which we secured from 2006
to 2017, and some of which remained as our major customers in the Financial Years Under
Review:
Year Customers
2006 Customer D
2007 QAV Technologies Sdn Bhd
2013 Customer A
2014 Customer B
2015 Dominant Opto Technologies Sdn Bhd
2016 Customer C
2016 MCT Asia (Penang) Sdn Bhd
2017 Infineon Technologies (Malaysia) Sdn Bhd
Please refer to Section 7.6 of this Prospectus for further details on our major customers.
In 2016, Dysteq Technology (M) Sdn Bhd was certified compliant with ISO 9001:2015 Quality
Management System from Exova (UK) Limited t/a Exova BM TRADA for the supply of PCB,
industrial material (such as metal carrier, substrate cleaners, automation parts, electronic parts
and accessories) and CAM (software) conversion services. This is a testament of our
commitment in providing quality products to customers.
Expansion of new business segment – trading of operating supplies, spare parts and tools for
IC assembly and testing
In 2018, Chin Yuen Fong together with his son, namely Jacky Chin Shi Hou acquired the entire
equity interest in CESB from third parties, holding 50.00% interest each in CESB for the
purpose of expanding our Group's business into the trading of materials and supplies mostly to
semiconductor companies. This was in line with the increasing requests from our Group's
customers to supply miscellaneous materials and supplies during the course of our provision
of PCBs and IC burn-in boards. For clarification purpose, Jacky Chin Shi Hou was a
shareholder and a non-executive director of CESB and was not involved in the day-to-day
operation of CESB at that point in time. As at the LPD, Jacky Chin Shi Hou is our software
engineer (appointed on 15 March 2020) in our Engineering Department and does not have any
shareholdings in our Group. Over the years, CESB's product offerings have evolved to general
operating supplies, spare parts and tools for IC assembly and testing (i.e. gloves, syringe
pistons and barrels).
Internal restructuring and further expansion of 2 new business segment – (i) supply and
refurbishment of IC assembly and test consumables and (ii) design, development and assembly
of ATE and factory automation
In 2019, Khong Chee Seong and Chin Yuen Fong invited our Promoter, Executive Director and
Group CEO, Chin Yong Keong, who has technical and industry knowledge in the optoelectronic,
electronics and semiconductor industries, to join our Group. He came onboard to assist our
Group's existing Promoters, namely, Khong Chee Seong and Chin Yuen Fong with the
expansion of our Group's existing customer base to include new MNCs.
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In 2019, our Group had undertaken an internal restructuring exercise in preparation of the
Listing. Specifically, the management of our Group had decided to create a clear segregation
of business activities among the entities within our Group. Pursuant to the internal restructuring
exercise, ETMSB had transferred its design and assembly of IC burn-in boards activities to
ETSB. With this, ETSB commenced its business in the design and assembly of IC burn-in
boards while ETMSB focused solely on the supply of PCBs and value-add services (e.g.
refurbishment of gold finger). New design techniques and assembly processes for IC burn-in
boards (e.g. conformal coating, metal block and heatsink design for assembly and gold finger
refurbishment technique) were also developed under the leadership of Chin Yong Keong.
Subsequent to the internal restructuring exercise and incorporation of Edelteq, EVSB, ETSB
and DTSB in 2019 as well as the acquisition of CESB in 2018, the aforementioned subsidiaries
had experienced changes in their shareholding structure from their respective incorporation
dates up to the LPD. For further details of the changes in shareholdings of these subsidiaries,
please refer to the tabulation in Section 7.1.1 of this Prospectus.
In line with the internal restructuring, our Group expanded into new business segments, namely
the supply and refurbishment of IC assembly and test consumables, and design, development
and assembly of ATE and factory automation. We secured our first factory automation contract
on 20 January 2022 where we provided Smart Molding Automation System to our existing
multinational customer (Customer A) (i.e. automation that enables the linking of assembly,
molding and curing processes for the automotive segment of the said customer). The
abovementioned contract was deemed completed and revenue will be recognised upon the
completion of customer acceptance test on the Smart Molding Automation System at the
customer's site in January 2023 instead of upon delivery of the said system at customer's site.
Hence, there was no revenue recorded for factory automation in the Financial Years Under
Review. With the extended range of products that primarily support the IC assembly and test
processes, we are able to cross-sell our products to customers.
With the reorganisation and streamlining exercise, each Subsidiary has a clear business focus
in the area of IC assembly and testing, as follows:
Date of Company Principal activities
incorporation
18 September 2019 Edelteq Investment holding company
27 March 2019 ETSB* Design and assembly of IC burn-in boards, supply and
refurbishment of IC assembly and test consumables
11 April 2019 EVSB* Design, development and assembly of ATE and factory
automation
17 April 2019 DTSB Trading of operating supplies, spare parts and tools for
IC assembly and testing
24 June 2004 ETSMB* Supply of PCBs and value-add services
28 February 2006 CESB Trading of operating supplies, spare parts and tools for
IC assembly and testing
Note:
* Denotes the subsidiaries which carry out our Group's core activities (i.e. design and
assembly of IC burn-in boards and supply of PCBs, supply and refurbishment of IC
assembly and test consumables and design, development and assembly of ATE and
factory automation).
A brief illustration of the evolution of our Group's businesses over the years is depicted in the
following diagram:
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In 2019, EVSB received Pioneer Status Approval by MIDA for reel auto changer and cassette
loader, automated inspection machine, parts and components for semiconductor machines and
factory automation system. As at the LPD, EVSB has yet to obtain pioneer status certificate
from MIDA and has never claimed for any tax incentives for these productions. Please refer to
Section 7.24.1 of this Prospectus for further details.
In order to cater for a future business expansion plan, we will require larger premises to house
our additional new machineries, as well as office space to cater for the future increase of our
employees. In 2020, we have entered into a Sale and Purchase Agreement with PDC to
purchase the Batu Kawan Land to construct the Proposed Batu Kawan Factory. The transaction
was completed on 8 April 2021 and the issue document of title has been registered in favour of
our Company on 20 September 2022. Please refer to Section 7.4 of this Prospectus for our
future plans on the construction of the Proposed Batu Kawan Factory.
In 2020, ETSB was granted a pioneer status by MIDA to carry out the activity of design,
development and manufacturing of stainless-steel carrier for wafer chip scale packaging.
Subsequently, in 2021, ETSB was granted a Pioneer Status by MIDA for the manufacturing of
chip aging test board (also known as IC burn-in-board). Please refer to Section 7.24.1 of this
Prospectus for further details.
A summary of our Group’s key events and milestones are as set out below:
ETMSB was initially involved in the design and manufacturing of PCBs for
IDMs and OSATs.
2005 Chin Yuen Fong, our Promoter and Electronics Manufacturing Solution
Business Unit Director, joined ETMSB.
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2018 Chin Yuen Fong together with his son, namely Jacky Chin Shi Hou acquired
CESB for the purpose of expanding our Group's business into the trading of
materials and supplies mostly to semiconductor companies. This was in line
with the increasing requests from our Group's customers to supply
miscellaneous materials and supplies during the course of our provision of
PCBs and IC burn-in boards.
Over the years, CESB's product offerings have evolved to general operating
supplies, spare parts and tools for IC assembly and testing (i.e. gloves, syringe
pistons and barrels).
2019 Chin Yong Keong, our Promoter, Executive Director and Group CEO, joined
our Group to assist with the expansion of our Group's existing customer base
to include new MNCs.
We expanded into the design, development and assembly of ATE and factory
automation via EVSB.
2020 We entered into a Sale and Purchase Agreement with PDC to purchase the
Batu Kawan Land to construct the Proposed Batu Kawan Factory.
ETSB was granted a pioneer status by MIDA to carry out the activity of design,
development and manufacturing of stainless-steel carrier for wafer chip scale
packaging.
2021 ETSB was granted a pioneer status by MIDA for the manufacturing of chip
aging test board (also known as IC burn-in-board).
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Below is a tabulation of the historical shareholdings changes of the respective companies that of when the past shareholders first acquired (to emerge
as a shareholder) as well as the date and number of shares that they last disposed of (to cease to be a shareholder).
Changes in
shareholdings
In Out In(1) Out In Out In Out In Out In Out
Shareholders as
at LPD
Chin Yong Keong 2019 - 2019 - 2019 - - - 2020 - 2021 -
Khong Chee Seong 2020 - 2020 - 2020 - - - 2004 - 2021 -
Chin Yuen Fong - - - - - - 2018 - 2022 - 2021 -
Tan Joo Hung 2019 2021 2019 - 2019 2019 - - - - - -
Past shareholders
(A) Close relatives
and spouses
Party A - - - - - - - - 2004 2017 - -
Khay Lee Mooi - - - - - - - - 2005 2022 2020 2021
Party B - - - - - - - - 2011 2022 2020 2021
Party C - - - - - - - - 2020 2022 - -
Party D - - - - 2019 2019 - - - - 2019 2020
Jacky Chin Shi Hou - - - - - - 2018 2019 - - - -
(B) Acquaintances
Chua Swee Phin - - - - - - - - 2004 2005 - -
Party E - - - - - - - - 2017 2019 - -
Party F 2019 2020 - - - - - - - - - -
Party G - - - - - - 2006 2018 - - - -
Party H - - - - - - 2006 2010 - - - -
Party I - - - - - - 2010 2018 - - - -
Party J - - - - - - - - - - 2021 2022
Notwithstanding the changes in shareholdings structure of the respective companies in our Group, the Promoters (i.e. Chin Yong Keong, Khong Chee Seong
and Chin Yuen Fong) have remained as the substantial shareholders of the respective companies of our Group during the Financial Years Under Review and
up to the LPD.
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We are principally involved in the provision of engineering support for IC assembly and test
processes in the semiconductor industry.
Description of an IC
IC assembly and testing are processes of IC manufacturing. The IC assembly process involves
the attaching of ICs by means of an alloy or an adhesive to either a lead or leadless die attach
pad (i.e. a metallic device used to connect the IC to a circuit board) and thereafter attached to
the package. The assembly process is necessary to protect the ICs and enable the dissipation
of heat from the ICs, as well as facilitate the integration of ICs into electronic systems to
manufacture electronic products.
The IC test process comprise wafer sort and IC burn-in test, as follows:
Wafer sort, also known as wafer test, is the first stage of test carried out in the process
of IC manufacturing. It is a process where the individual blocks of die are tested for
functional defects while still in wafer form. The test is done using a wafer prober or ATE
for wafer inspection whereby electrical signals are transmitted individually to each block
of die on the wafer to detect physical and pattern defects. When all test patterns pass
for a specific die, its position will be remembered through wafer mapping to prepare the
die for the next process. Functioning dice will then be identified and picked up for the
assembly process to form packaged ICs.
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IC burn-in test is the second stage of test carried out in the process of IC manufacturing,
and is also known as the final test or package test to test the reliability of ICs under
extreme conditions. The test is carried out using IC burn-in boards in which ICs-under-
test are inserted into the sockets or clipped onto the IC burn-in boards to be placed into
the IC burn-in system. IC burn-in system is an ATE that is designed to carry out IC
burn-in tests, where the ICs are tested in extreme conditions over a period of time.
Electrical signals are transmitted through the IC burn-in boards to the individual units
of packaged ICs to detect potential early failures in the ICs due to factors such as design
flaws, material defects or defective manufacturing process. Burn-in subjects ICs to test
under extreme conditions such as high temperature operating life (i.e. simulation of an
environment of high temperature by continuous electricity input to evaluate the
expected lifespan of the IC) and highly accelerated stress test (i.e. simulation of an
environment of high temperature and humidity by accelerating water vapor to infiltrate
the IC to evaluate the resistance of IC to humidity).
PCBs are nonconductive boards built on substrate-based structure that are used in
electronic devices to provide electrical connection and mechanical support to the
electrical components mounted on it.
During the IC burn-in tests, ICs-under-test are inserted into the sockets on the IC burn-
in boards, clipped on the IC burn-in boards or inserted into the DUT-card of the IC burn-
in boards to be placed into the IC burn-in system. The ICs will then be activated and
operated under extreme conditions such as extreme high / low temperatures, increased
/ fluctuating voltage or electrical current, static or dynamic modes for a length of time
of approximately 168 hours to 1,000 hours, and the pass and failure of the ICs will be
assessed. IC burn-in boards are disposed after their useful lifecycle of approximately
600 to 15,000 hours, depending on the IC testing requirements and IC burn-in board
condition.
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We are involved in the design and assembly of IC burn-in boards. We design the
configuration of the IC burn-in boards (i.e. the arrangement of parts on the IC burn-in
boards such as test sockets, contact terminals, heatsink, electronic components in a
specific layout and the routing of the solder pads and copper traces) according to
customers' requirements which are based on the type of IC packages and type of
reliability tests to be conducted as well as the IC burn-in system used by our customers.
The design process involves identifying the type of IC packages, type of reliability tests
required and number of IC packages to be tested at a time. We use mechanical design
software and circuit design software to draw the configuration of the IC burn-in boards
into detailed drawings. We will also identify the raw materials required for the IC burn-
in boards during the design stage. For assembly works that will be carried out in-house,
we will determine the inspection and assembly steps in accordance with the design
specifications, which will then be shared with our production team for their reference
during inspection and assembly works.
For the fabrication of the PCBs, surface mounting or wave soldering to affix the test
sockets and electronics components, we will forward the design drawings to our
subcontractors including the raw materials to be used for their fabrication. As our Group
is directly involved in communicating with our customers to understand their needs and
product requirement, being involved in designing IC burn-in boards in-house is critical
to optimise product turnaround time and to ensure that we are able to precisely meet
our customer’s product requirement. Further, having in-house designing capabilities
enable our Group to manage our costs and product quality as we have the knowledge
to identify suitable materials, as well as to determine the processes to be undertaken
by our subcontractors. The design of the IC burn-in boards belongs to our customers.
Once we receive the PCBs from our subcontractors, we will assemble the PCBs,
contact terminals, metal brackets and heatsink into the IC burn-in boards in-house. We
will also conduct electrical testing and visual inspection in-house.
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A detailed diagram of an IC burn-in board and the role played by our Group is as follow:
The following are the illustration of IC burn-in boards designed and assembled by our
Group:
Socket type IC burn-in board Type of IC burn-in board where the ICs-under-test are
inserted into the sockets on the IC burn-in boards to be
placed into the IC burn-in system
Clip type IC burn-in board Type of IC burn-in board where the ICs-under-test are
clipped on the IC burn-in boards to be placed into the IC
burn-in system
DUT-card type IC burn-in board Type of IC burn-in board where the ICs-under-test are
inserted into the DUT-card of the IC burn-in boards to be
placed into the IC burn-in system
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Note:
(1) The difference between the 3 types of IC burn-in boards is on the methods of affixing
ICs-under-test on the IC burn-in boards. The designs of the IC burn-in boards may differ
depending on customer's requirement.
As PCB forms the base of an IC burn-in board, IC burn-in board can be considered as
an extension and variation of the PCB. As such, the production of IC burn-in boards
and PCBs generally share similar material resources, production lines and expertise.
Due to the aforementioned similarities, the design and assembly of IC burn-in boards,
and the supply of PCBs are thus grouped within the same segment of our principal
activities.
During the Financial Years Under Review and up to the LPD, the number of IC burn-in
board design projects that we have completed are as follows:
Type of IC FYE 2019 FYE 2020 FYE 2021 FYE 2022 As at the
burn-in board LPD
Socket type 5 40 83 60 11
Clip type 28 15 4 17 5
DUT-card type 14 6 4 9 2
Total 47 61 91 86 18
We design different types of IC burn-in board to cater to the different types of ICs. The
different types of IC burn-in board are used to carry out test on the ICs under various
conditions (e.g. extreme high / low temperatures, increased / fluctuating voltage or
electrical current, static or dynamic modes for various length of time of approximately
168 hours to 1,000 hours, and the pass and failure of the ICs will be assessed) to
assess the reliability of ICs under extreme conditions and / or to screen out early life
failure of the ICs. Our IC burn-in boards are designed to cater to our customers' IC
burn-in system. As IC burn-in boards are consumables that are disposed after their
useful lifecycle, we do not provide warranty for IC burn-in boards.
Supply of PCBs
We are also involved in the supply of PCBs, where we design the configuration of the
PCBs (i.e. the arrangement of solder pads and copper traces on the PCBs) according
to our customers' requirements of their end-products (e.g. industrial appliances and
personal computer appliances). The design process involves identifying the shape,
size, layer count (i.e. layer count refers to the number of conductive layers present on
a PCB and a higher layer count supports a wider range of applications. We are able to
support design request for PCBs with up to 42 layers of layer count as this is the
maximum number of layer count that our subcontractors can produce) and circuit
design of our customers' end-products to ensure that the PCB fits into space allocation
of the end-product and the placing of various ICs on the PCB board fits the functionality
of the core process of the particular PCB. We use circuit design software to draw the
configuration of the PCBs into detailed drawings. We will also identify the raw materials
required for the PCBs during the design stage. We will determine the inspection steps
and parameters in accordance with the design specifications, which will then be shared
with our production team for their reference during inspection works and testing (when
required). The designs are sent to our subcontractors for the fabrication of the PCBs.
The design of PCBs is a core activity of our supply of PCB business. As our Group is
directly involved in communicating with our customers to understand their needs and
product requirement, being involved in designing PCBs in-house is critical to optimise
product turnaround time and to ensure that we are able to precisely meet our
customer’s product requirement. Further, having in-house designing capabilities
enable our Group to manage our costs and product quality as we have the knowledge
to identify suitable materials, as well as to determine the processes to be undertaken
by our subcontractors. The design of the PCBs belongs to our customers.
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Identify the shape, size and circuit design of our customers’ end-
products
Once we receive the PCBs from our subcontractors, we will conduct in-house visual
inspection and electrical testing as and when required, prior to packaging and delivery
to our customers.
The following are the illustration of the PCBs supplied by our Group:
Gold wire bondable PCB To attach gold wire from the IC onto the PCB for better
electrical connectivity.
Metal core PCB To dissipate heat generated from the IC through the
metal core PCB.
PCBs are consumables and as such, we do not provide warranty for PCBs. The
customers of our IC burn-in boards and PCBs comprise IDMs and OSATs.
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For information purposes, IC assembly and test consumables are items used by our
customers during IC assembly and test processes which are generally disposed or
refurbished after their product lifecycle.
The design of IC assembly and test consumables is a core activity of our supply and
refurbishment of IC assembly and test consumables business as this process involves
us in designing the IC assembly (e.g. CSP carriers, which is used as a base plate to
hold the ICs during the IC assembly process, in which the ICs packages will ultimately
be placed on the PCB board) to ensure we meet the requirements of our customers
during their IC assembly process. As our Group is directly involved in communicating
with our customers to understand their needs and product requirement, being involved
in designing IC assembly and test consumables in-house is critical to optimise product
turnaround time and to ensure that we are able to precisely meet our customer’s
product requirement. Further, having in-house designing capabilities enable our Group
to manage our costs and product quality as we have the knowledge to identify suitable
materials, as well as the processes to be undertaken in-house and by our suppliers.
Once we complete the production or receive the IC assembly and test consumables
from our subcontractors, we will conduct visual inspection in-house, package and
deliver to our customers.
We are also involved in the refurbishment of used or defective IC assembly and test
consumables to increase their lifespan. We design the method of refurbishment and
testing processes, as well as the selection of raw materials for wire bonding clamper,
dicing blade and PCB gold finger to ensure that the quality of the refurbished IC
assembly and test consumables is comparable with the quality of the original products.
We collect used or defective IC assembly and test consumables from our customers to
be refurbished into usable IC assembly and test consumables. These refurbished IC
assembly and test consumables are supplied to the same customers which we collect
from and our customers will be charged with refurbishment fees. As refurbishment work
is a service offered by our Group to our customers, the refurbishment knowledge is
retained by our Group. We do not observe any fixed cycle and quantity in the receipt
of request for refurbishment work for IC assembly and test consumables from our
customers. The turnaround time for the refurbishment work is dependent on the
quantity of IC assembly and test consumables received, the type and condition of the
IC assembly and test consumables to be reworked, the available capacity of our
refurbishment machinery and equipment, as well as the availability of our manpower.
Hence, the delivery date for reworked IC assembly and test consumables is determined
by our Group upon assessment of the abovementioned factors.
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The following are some IC assembly and test consumables supplied and / or
refurbished by our Group:
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We are involved in the design of copper The process involves identifying our
shunts and we outsource the fabrication to customer's product configuration and
our subcontractors. We perform final outline of the soldering area in order to
inspection and taping of the copper shunts design the shape and size of the
into tape and reel in-house once we copper shunt. We use mechanical
received the copper shunts from our design software to draw the outline of
subcontractors. the copper shunt into detailed
drawings. During the design stage, we
also identify the raw materials required
based on our design and customer's
requirement.
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Pick-up collet Pick-up collets are vacuum cup or pick-up We are involved in the design of pick-
tools use in IC pick and place processes up collet which involves designing the
during IC manufacturing. shape and size of the pick-up collet,
which depends on the size of ICs.
We are involved in the design of the pick-
up collect and we outsource the The process involves identifying
manufacturing to our subcontractors. We customer's IC configuration in order to
will liaise with our customers for their design the shape and size of the pick-
process requirement and product up collet. We use mechanical design
qualification. software to draw the outline of the
pick-up collet into detailed drawings.
During the design stage, we also
identify the raw materials required
based on our design and customer’s
requirement.
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White adhesive roll White adhesive roll are adhesive tapes Not applicable
used in removing dust particles from
smooth surfaces in manufacturing
processes including lithography,
leadframe etching, solder paste printing
and etc.
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PCB gold finger PCB gold fingers are contact points for Not applicable
interconnection between PCB and
connector. The gold fingers may be
damaged during the insertion into the
connector or wear and tear after a period
of time.
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We are also involved in the refurbishment of ATE where we modify, upgrade and
replace metal structures, electrical wirings, parts and components that may be old or
defective, as well as upgrade software that may be obsolete, as required by our
customers. We refurbish ATEs which are designed and developed by us, as well as
ATEs which are not designed and developed by our Group. For the refurbishment of
ATEs which are not designed and developed by our Group, we may install
enhancement module to improve the performance of the ATE to meet our customer’s
requirements. The customers of our ATE, as well as the refurbishment of ATE,
comprise IDMs and OSATs.
For information purposes, the sub-segmental revenue contribution from our design,
development and assembly of ATE and factory automation business segment is set out
below:
Factory automation - - - - - - - -
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(iv) Trading of operating supplies, spare parts and tools for IC assembly and testing
In 2018, our Group expanded our business segment to include trading of general
operating supplies such as gloves, syringe pistons and barrels, rotary cutters,
containers, solder wires as well as, spare parts and tools such as petri dish, aluminium
tape and belleville washer for IC assembly and testing through a wholly-owned
subsidiary, CESB.
Subsequent to the internal restructuring undertaken by our Group, our Group had
included our subsidiary, DTSB in the trading of technical operating supplies such as
wafer ring, ESD PET film and stainless-steel pallet as well as, spare parts and tools
such as polyester wiper and cleaning surfactant for IC assembly and testing
consumables. We do not have any minimum order quantity per purchase order for our
trading segment.
For ATE, we provide our customers with a warranty period of up to 2 years. The
warranty covers up to 2 times maintenance services and replacement of non-wear and
tear defective parts and components of the ATE and factory automation. After the
warranty period, our customers are able to engage our Group for technical service
support.
We do not provide maintenance services, technical support and warranty for other
products and services as they are consumables which will wear and tear after certain
useful lifecycle.
Our customers comprise primarily IDMs and OSATs. We operate in the semiconductor
industry where our products and services primarily support the IC assembly and test
processes conducted by our customers in the semiconductor industry as depicted in
following semiconductor industry value chain:
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Notes:
Denotes the segments within the semiconductor industry value chain in which
our Group is principally involved.
The end user industries that we serve are the automotive, telecommunications,
optoelectronics and memory industries, among others.
Our customers are primarily multinational IDMs and OSATs located in Malaysia and
overseas such as Singapore, Thailand, China and the United States. We also have
other multinational customers comprising Customer A and Infineon Technologies
(Malaysia) Sdn Bhd. We deal directly with these multinational customers (i.e. the local
subsidiaries of multinational companies or directly with the main companies of the
multinational companies based overseas) in the semiconductor industry and we do not
rely on any intermediary / main contractor in our dealings with these multinational
companies.
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However, we recorded a slight decrease in the revenue to RM21.57 million in the FYE
2022 due to the lower value of order received, primarily from Customer A in FYE 2022.
In FYE 2021, the value of the order for Customer A was recorded at RM6.13 million
whereas in FYE 2022, the value of the order was recorded at RM4.47 million. Our
success in securing new customers and retaining our existing customers is a testament
of our product quality, customer service and proven industry track record.
7.3.2 We have the engineering and technical abilities as well as an experienced and
technically skilled key management team to adapt our products to the constantly
evolving landscape of the semiconductor industry
Over the years, the sizes of IC packages have been reducing where they are being
integrated in the design using the smallest possible form factor, for the usage in smaller
electronic devices. In order to be resilient in this evolving landscape, we have been
developing IC burn-in boards that are able to test different types and sizes of ICs.
Based on the aforementioned ICs, we have designed and assembled IC burn-in boards
that are able to test the following IC sizes:
Note:
(1) Please refer to the diagram in Section 7.2 of the Prospectus for illustrations on
the different forms of ICs
Further, we are able to customise ATE for IC assembly and test processes. We design
and develop the standard platform ATE based on our research on market requirements
and feedback from our customers, which can be subsequently customised into ATE
with the specifications required by our customers. Our role includes designing the
machine structure, machine parts, handling mechanism, assembly of the machine,
motion control and vision inspection algorithm, and system integration of the ATE as
well as the selection of raw materials for machine parts, and surface treatment and
finishing, amongst others, according to the technical specifications required by our
customers. For example, our base test handler machine can be customised to add-on
visual inspection function or to introduce an alternate testing feature (such as from
voltage testing). We also provide value added services in which we refurbish used IC
assembly and test consumables and machines to increase their lifespan. With the
range of products that primarily support the IC assembly and test processes, we are
able to cross-sell our products to customers, thereby increasing our sales.
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As at the LPD, our Group has 16 engineers (out of which 11 engineers have the
relevant qualifications and 5 engineers have the relevant technical capabilities accruing
from their experience in the industry). For the avoidance of doubt, our Group’s
engineers are not registered with the Board of Engineers Malaysia. Further, our
engineering department comprise 10 personnel (out of which 8 personnel have the
relevant academic qualifications and 2 personnel have the relevant technical
capabilities accruing from their experience in the industry) and production department
comprise 19 personnel (all of which have the relevant technical capabilities accruing
from their experience in the industry), representing approximately 69.05% of our total
employees as at the LPD.
The approximate years of experience of our engineers and personnel from the
engineering and production departments in the semiconductor industry and their years
of service with our Group as at the LPD are set out in the tables below:
Department Number of Number of Years of experience in the
/ Division personnel(1) engineers semiconductor industry
0-5 6-10 11-20 >20
Engineering 10 10 6 2 - 2
Production 19 2 7 10 1(2) 1(2)
Notes:
(1) The number of personnel disclosed here includes the number of engineers.
(2) Consists of 1 engineer from the Production Department.
By leveraging on the engineering and technical abilities, we have been able to develop
new products to respond to the evolving requirements in the semiconductor industry.
The adaptability and resilience of our engineering and technical abilities have been
fundamental to the growth of our business and will continue to ensure that we remain
sustainable over the long term.
Additionally, our Group is led by an experienced and technically skilled key
management team that has accumulated years of industry experience and / or in-depth
knowledge of our business operations. Our key management team consist of
individuals with the relevant qualifications and practical working experience. Their
technical capabilities were accumulated through their time spent working in the
optoelectronic, electronics and semiconductor industries to assist in strengthening their
knowledge and capabilities to cope with the technical requirements of our industry.
Our Executive Director / Group CEO, Chin Yong Keong and our Executive Director /
Business Unit Director, Khong Chee Seong, have over 28 years and 27 years of
experience in the semiconductor industry, respectively. Their technical and industry
knowledge is instrumental in steering the overall strategic direction and business
development of our Group.
Our Group's Executive Directors are supported by a team of technical personnel with
in-depth knowledge and expertise in their respective fields. They take an active, hands-
on role in spearheading their respective departments to support the growth of our Group.
As a result, there is a transference of skills and knowledge to employees at all levels in
our organisational structure. Their hands-on involvement in our Group demonstrates
their strong commitment to our growth as we continue to expand. The approximate
years of experience of our key management team in the semiconductor industry and
their years of service with our Group as at the LPD are set out in the table below:
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Please refer to Section 5.1 and Section 5.4 of this Prospectus for further details.
7.3.3 Our products achieve the quality standards required by our customers
Our customers have stringent quality requirements for products sourced from us. For
example, CSP carriers which have a 2D quick response code in which the code is not
allowed to have a duplication and must be readable. As such, we have put in place our
quality control procedures to inspect the micro fiducial marks on the CSP carriers using
the automated visual inspection system (dimensional pattern inspection) and the CSP
carriers will undergo visual inspection for contaminations. Further details on our quality
control procedures are set out in the ensuing table.
Further, for quality controls imposed on our subcontractors, our suppliers and / or
subcontractors will go through qualification, selection and registration processes as
well as annual assessment review which are done to ensure product quality from
external sources.
As such, to ensure that we are able to deliver products that meet the expectation of our
customers, we have in place quality control procedures in all our business activities as
disclosed in Section 7.9 of this Prospectus, as well as an established quality
management system that comply with international standards.
We are certified compliant with ISO 9001:2015 Quality Management System for the
Manufacturing of CSP metal carrier substrate, aging PCB and industrial material
(substrate cleaner, automation parts, electronics part and accessories) and CAM
(software) conversion services, as well as the supply of industrial material (such as
metal carrier substrate, semiconductor tape and accessories) and cleaning services by
Exova (UK) Limited t/a Exova BM TRADA and Warringtonfire Testing and Certification
Limited t/a BM TRADA Chiltern House. These products are part of the following
business segments:
ISO 9001:2015 also covers the industrial material (e.g. metal carrier substrate,
semiconductor tape and accessories and cleaning services), which are applicable for
the 3 business segments above. This is a testimony that we are able to comply with
the quality requirements in accordance with international standards.
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In order to achieve the quality standards required by our customers, our Group has put
in place the following quality control procedures:
As part of our Group's commitment to ensure the quality of our products, we have
established quality control procedures and quality management systems within our
business processes. This is to ensure that our products consistently meet our
customers' desired specifications and requirements.
According to the IMR Report, the global semiconductor industry measured in terms of
global semiconductor sales, increased from USD412.2 billion (RM1.77 trillion) in 2017
to an estimate USD580.13 billion (RM2.55 trillion) in 2022, at a CAGR of 7.07%.
According to the IMR Report, ICs are technology enablers for electronic products as
ICs are used to perform functions such as data transmission, processing and storage,
wireless connectivity, operations control, sensing, computing and power management.
The range of applications for ICs in the industry has broadened significantly over the
last decade and they play an essential role in almost every aspect of our lives,
supporting the needs of various industries such as consumer electronics, information
and communications technology, telecommunications, automotive, healthcare and
manufacturing. Hence, the semiconductor industry is highly correlated to the growth of
the electrical and electronic products industry as the demand for electronic products
reflects the market for its raw materials, namely ICs.
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Our prospects will generally be in tandem with the growth in the global semiconductor
industry, as we provide engineering support for IC assembly and test processes in the
semiconductor industry. As an industry player supporting the global electronics and
semiconductor industry, our Group is well-positioned to capitalise and leverage on
further growth in the industry, including capturing future growth opportunities the
industry may offer and enabling our Group to continue on our long-term growth and
expansion by leveraging on our technical expertise, resources, size and competitive
position vis-à-vis industry players as follows:-
(i) In terms of technical expertise, our Executive Director / Group CEO, Chin Yong
Keong and our Executive Director / Business Unit Director, Khong Chee
Seong, who have accumulated over 28 years and 27 years of experience in
the semiconductor industry, respectively. Additionally, we also capitalise on our
Electronics Manufacturing Solution Business Unit Director, Chin Yuen Fong
and our Engineering Director, Lee Kim Loon, for their respective expertise and
technical knowledge which are essential to the long-term growth of our Group's
business operations;
(iii) In terms of our size and position in the semiconductor industry, our Group
captured a market share of 0.0099% for the design and assembly of IC burn-
in boards and supply of PCBs and 0.072% for the design, development and
assembly of ATE and factory automation. Further details on the outlook of our
products and services industry in Malaysia are as set out in the IMR Report in
Section 8 of this Prospectus.
7.4.1 We intend to expand our premises through the construction of the Proposed Batu Kawan
Factory
As at the LPD, our business activities are carried out at our office located at Taman Impian Ria
and factories located at Kawasan Industri Ringan Asasjaya, namely Lot 9 Asasjaya and Lot 11
Asasjaya. Our existing factories have a total land area and gross built-up area of approximately
12,120.16 sq. ft. and 7,930.84 sq.ft., respectively. Our Group intends to expand our production
capacity of existing products and expand our products portfolio to serve both new and existing
customers from industries which include but are not limited to the automotive,
telecommunications and memory (data storage) industries, which will require us to have a larger
production space for new machineries, as well as office space for future increase of human
resources. Moving forward, our Group plans to recruit the additional technical personnel to cope
and attend to the growing demand and orders. Notwithstanding the above, our Group plans to
adopt a prudent approach in increasing its manpower and will only do so when justified by
increases in orders and overall growth in the segment. Accordingly, we are not able to ascertain
the cost required for the employment of additional manpower at this juncture. Purely for
illustration purpose, assuming our Group operates at full capacity pursuant to the expansion of
our production capacity of existing products, we may recruit an additional of up to 27 personnel,
comprising of an estimation of 13 engineers for R&D activities (i.e. 6 engineers for development
of new ATE and refurbishment methods, 6 engineers for enhancement of factory automation
solutions and 1 engineering manager), 10 technical personnel for production activities (for all
business segments) and 4 employees for back office / administrative function.
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The Proposed Batu Kawan Factory will also allow us to centralise the control of our
manufacturing activities at the same location and thus improve our management efficiency. As
such, our Group plans to construct the Proposed Batu Kawan Factory which will include
production, storage and office space.
The Proposed Batu Kawan Factory will have a built-up area of approximately 43,500 sq. ft.. A
floor space of approximately 26,600 sq. ft. will be allocated for production space and
approximately 4,700 sq. ft. for storage space, and approximately 12,200 sq. ft. for office space.
Upon the completion of construction of the Proposed Batu Kawan Factory, we will undertake
the following strategies in anticipation of the growth of our design and assembly of IC burn-in
boards and supply of PCBs segment, supply and refurbishment of IC assembly and test
consumables segment and design, development and assembly of ATE and factory automation
segment. We will also purchase new machineries for the production of existing products, which
will increase the production capacity of existing products, as follows:
Note:
(i) The annual capacity for PCBs refers to the inspection capacity by our employees on
the PCBs fabricated by our subcontractors.
As such, we intend to purchase the following machineries to support the intended expansion of
production capacity of existing products:
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Total 7 786,500
The total estimated cost for the purchase of the abovementioned machineries is RM0.79 million
which will be financed via internally generated funds and / or bank borrowings of our Group.
Further, the Proposed Batu Kawan Factory will also be used for the production of new products
which we plan to introduce, comprising IC assembly and test consumables and ATEs, as
disclosed in Section 7.4.2 of this Prospectus, upon the relocation of our factory.
The indicative timeline for the construction of the Proposed Batu Kawan Factory as at the LPD
is as follows:
Timeline Details
As at the LPD, we have commenced the construction of the Proposed Batu Kawan Factory and
is in the process of undertaking piling works which is progressing according to the scheduled
timeline. For the avoidance of doubt, the piling works has progressed to the construction of pile
caps as at the LPD. The total estimated cost for the construction of the Proposed Batu Kawan
Factory is RM15.24 million. Please refer to Section 4.5.1 and Section 4.5.2 of this Prospectus
for further details on the breakdown of the total estimated costs, source of funding and utilisation
of our IPO proceeds.
7.4.2 We intend to expand our product and service portfolio through the development of new
products and refurbishment methods as well as enhancement of factory automation
solutions
We intend to expand our product and service portfolio for ATE and IC assembly and
test consumables. Our new product and service portfolio for ATE and IC assembly and
test consumables will also complement our existing products and services, which we
can cross-sell to our existing and potential customers.
As at the LPD, we have identified the following new products and services portfolio for
ATE and IC assembly and test consumables to be developed and commercialised after
the completion of the relevant R&D activities:
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Smart burn- Smart burn-in board sorter and loader is Q3 Q3 2024 788
in board used to detect physical defects and 2023
sorter and electrical defects on IC burn-in boards
loader and obtains the position coordinates of
the defects on the IC burn-in boards. It
has the ability to perform high speed and
close loop detection and loading of
devices into the test sockets, checking
electrical continuity before the burn-in
process.
Total: 4,536
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Notes:
(1) As at the LPD, our Group has initiated the R&D activities for strip level
automated optical inspection, in which the technical assessment and
mechanical designing has been successfully carried out and is currently in the
process of assembling prototype unit as well as software algorithm and
development.
(2) As at the LPD, the R&D activities for strip level automated optical inspection
has achieved 63.50% of completion and our Group has incurred approximately
RM0.60 million of development cost. For the avoidance of doubt, our Group is
able to use existing software and resources to commence and complete the
development work for strip level automated optical inspection machine such as
using mechanical design software to design the machine, using IT software for
software development, outsourcing fabrication works for precision parts to
subcontractors, purchasing standard parts from suppliers, and using internal
resources to carry out assembly works. New R&D tools are not required to
complete the development of strip level automated optical inspection machine.
(3) As at the LPD, our Group has initiated the R&D activities for wafer level
automated optical inspection machine and it is currently in the process of
machine technical specification research and definition.
(4) As at the LPD, the R&D activities for wafer level automated optical inspection
machine has achieved 11.07% of completion and our Group has incurred
approximately RM0.14 million of development cost. For the avoidance of doubt,
the purchase of R&D tools is required to complete the development work for
wafer level optical inspection machine. The R&D tools required comprise
shortwave infrared (SWIR) camera, 3D image process system and
accessories, multi axis wafer handling robot and rotary chuck, base structure
with vision gantry, X-Y robot, and actuation control module, which will be
assembled into the wafer level optical inspection machine. Our Group will also
require an ultra-high-speed camera to carry out inspection and troubleshooting
on the completed wafer level optical inspection machine to ensure proper
functioning of the machine. For the commencement of development works, our
Group is able to use existing software and resources such as using mechanical
design software to design the machine, using IT software for software
development, and outsourcing fabrication works for precision parts to
subcontractors.
Our R&D activities are led by Lee Kim Loon, our Engineering Director with the
assistance of our engineering team. For the avoidance of doubt, there is no designated
team for R&D activities as at the LPD and we optimise the use of shared resources
within the Engineering Department, whereby each manpower is able to perform all
functions within the department where required.
The total estimated development cost for our Group's new product and service portfolio
for ATE and IC assembly and test consumables is RM4.54 million. The aforesaid
estimated development costs include the purchase cost for the R&D tools (amount to
RM1.76 million) which will be financed via our Group's IPO proceeds whilst the
remaining estimated development cost (amount to RM2.78 million) which comprises
the estimated raw material costs (amount to RM0.95 million) and estimated labour cost
(amount to RM1.83 million) will be financed via internally generated funds and / or bank
borrowings of our Group.
For the R&D activities related to the development of the above new products and
services, including the development of prototypes, we intend to purchase R&D tools as
follows:
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Please refer to Section 4.5.3(i) of this Prospectus for further details on the utilisation of
our IPO proceeds in relation to the purchase of R&D tools for the development of the
above new products and services (amount to RM1.76 million).
We intend to purchase R&D tools which will be used for the R&D activities and
development of prototypes, as follows:
Type of R&D tools Description
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In line with our Group's intention to enhance our factory automation solutions, we intend
to hire additional engineers to assist in the growth and enhancement of our factory
automation solutions. For the avoidance of doubt, our Group intends to maintain a
conservative approach to our hiring practices. As such, our Group intends to hire
additional engineers only when justified by increases in demand and orders from our
customers. Purely for illustration purpose, assuming our Group operates at full
capacity, we may recruit an additional of 6 engineers and 1 engineering manager to
grow and enhance our factory automation solutions.
The total estimated development cost for the enhancement of factory automation
solutions is RM2.22 million. The aforesaid estimated development costs include the
purchase cost for the R&D tools (amount to RM1.34 million) which will be financed via
our Group's IPO proceeds whilst the remaining estimated development cost (amount
to RM0.88 million) which comprises the estimated raw material cost (amount to RM0.08
million) and estimated labour cost (amount to RM0.80 million) will be financed via
internally generated funds and / or bank borrowings of our Group.
In terms of floor space, our Group's current floor space in Lot 9 Asasjaya allocated for
D&D activities is approximately 1,000 sq. ft.. Upon the completion of construction of
the Proposed Batu Kawan Factory, we intend to allocate 4,000 sq. ft. for D&D and R&D
activities.
Please refer to Section 4.5.3(ii) of this Prospectus for further details on the utilisation
of our IPO proceeds in relation to the purchase of R&D tools for the enhancement of
factory automation solutions (amount to RM1.34 million).
Design and assembly 5,236 42.31 7,694 46.11 10,229 42.71 12,716 52.20
of IC burn-in boards
and supply of PCBs
Supply and 5,569 45.01 6,241 37.41 7,504 31.33 4,741 19.46
refurbishment of IC
assembly and test
consumables
Design, development 1,500 12.12 1,951 11.69 5,243 21.89 6,019 24.71
and assembly of ATE
and factory automation
Total revenue 12,374 100.00 16,685 100.00 23,950 100.00 24,360 100.00
The design and assembly of IC burn-in boards and supply of PCBs, and the supply and
refurbishment of IC assembly and test consumables represents our Group's biggest revenue
contributors, which combined accounted for 87.32%, 83.52%, 74.04% and 71.66% of total
revenue for the Financial Years Under Review.
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Audited
FYE 2019 FYE 2020 FYE 2021 FYE 2022
RM'000 % RM'000 % RM'000 % RM'000 %
Malaysia 11,849 95.76 16,206 97.13 18,998 79.32 18,906 77.61
Overseas
- Singapore 145 1.17 177 1.06 3,776 15.77 2,612 10.72
- China 78 0.63 156 0.93 774 3.23 - -
- Thailand 207 1.67 146 0.88 402 1.68 145 0.60
- United States 95 0.77 - - - - 2,697 11.07
525 4.24 479 2.87 4,952 20.68 5,454 22.39
Total 12,374 100.00 16,685 100.00 23,950 100.00 24,360 100.00
For the Financial Years Under Review, the revenue contribution from Malaysia accounted for
95.76%, 97.13%, 79.32% and 77.61% of total revenue, whilst revenue contribution from
overseas markets accounted for 4.24%, 2.87%, 20.68% and 22.39% of total revenue
respectively.
Our top 5 major customers and their respective revenue contribution for the Financial Years
Under Review are as follows:
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Notes:
* The length of relationship was calculated based on the date of first purchase order
received by our Group.
^ The names of these major customers have not been disclosed as our Group had
sought consent from these major customers for disclosure of the information required
in this Prospectus but such consent had not been granted.
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(iii) Customer B was a company incorporated in Malaysia which was involved in the
manufacturing and sub-assembly of semiconductor components. It was a subsidiary of
a holding company incorporated in the United States which is involved in the design,
development and supply of semiconductor and infrastructure software solutions.
Customer B is not listed in any stock exchange and its holding company is listed on
Nasdaq. For information purposes, Customer B and Customer D were held by the
same holding company which is listed on Nasdaq. Customer B and Customer D were
separate entities despite being in the same group of companies until the two entities
were amalgamated in April 2020, in which all the assets held by Customer B was
transferred or vested to Customer D and dissolved. We continued the business
relationship under Customer D in the FYE 2021. The enlarged group's principal market
includes the America, Asia, Europe and the Middle East.
(iv) Customer C is a company incorporated in Malaysia which is a supplier and
manufacturer of solid-state storage systems and other electronic storage systems. It is
a subsidiary of a holding company incorporated in the United States which is a
developer, manufacturer and provider of data storage devices and solutions. Customer
C is not listed in any stock exchange and its holding company is listed on Nasdaq. The
group's principal market includes United States, China (including Hong Kong), rest of
Asia, Europe, Middle East and Africa.
(v) Customer D is a company incorporated in Malaysia which is involved in the
manufacturing of semiconductors and related solid-state devices in Malaysia. It is a
subsidiary of a holding company incorporated in the United States which is involved in
the design, development and supply of semiconductor and infrastructure software
solutions. Customer D is not listed in any stock exchange and its holding company is
listed on Nasdaq. For information purposes, Customer B and Customer D were held
by the same holding company which is listed on Nasdaq. Customer B and Customer D
were separate entities despite being in the same group of companies until the two
entities were amalgamated in April 2020, in which all the assets held by Customer B
was transferred or vested to Customer D and dissolved. We continued the business
relationship under Customer D in the FYE 2021.The enlarged group's principal market
includes the America, Asia, Europe and the Middle East.
(vi) Customer E is a company incorporated in China which is a manufacturer and distributor
of computer peripherals such as solid-state disks, memory cards, memory sticks, card
readers and wireless flash drives. It is a subsidiary of a holding company incorporated
in the United States which is a developer, manufacturer and provider of data storage
devices and solutions. Customer E is not listed in any stock exchange and its holding
company is listed on Nasdaq. The group's principal market includes United States,
China (including Hong Kong), rest of Asia, Europe, Middle East and Africa.
(vii) Company X is a company incorporated in the United States which is involved in the
manufacturing of semiconductor test equipment such as strip test, laser mark and film
frame handlers. Company X has a manufacturing and support facility in Penang.
Company X is not listed in any stock exchange and its holding company is listed on
Nasdaq (i.e. the acquisition of Company X by its holding company was announced on
30 January 2023; and its holding company is involved in the manufacturing of test and
handling equipment, thermal subsystems, interface solutions, vision inspection and
metrology, and micro-electromechanical systems test solutions). Company X’s
principal market includes the United States, China, Taiwan, Korea, Philippines,
Singapore, Malaysia, Morocco, Thailand and Europe. For the FYE 2022, our Group
functions as a subcontractor for the assembly of ATEs to Company X. Company X is
also our supplier for the FYE 2022 as we had purchased the raw materials required to
assemble the ATEs from Company X. Such arrangement would allow Company X to
clear the inventories initially purchased for its own use whilst at the same time, enable
our Group to shorten the lead time to complete the ATE machines as opposed to
sourcing the raw materials from other suppliers. For the avoidance of doubt, the
aforementioned arrangement is a one-off arrangement between our Group and
Company X.
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For the Financial Years Under Review, our top 5 major customers contributed RM11.09 million,
RM15.36 million, RM20.82 million and RM20.08 million to our Group's total revenue (or 89.59%,
92.04%, 86.93% and 82.43% of our Group's total revenue).
We are dependent on our top 2 major customers, namely Infineon Technologies (Malaysia)
Sdn Bhd and Customer A as these top 2 major customers collectively contributed 57.19%,
69.77%, 61.05% and 55.62% to our total revenue for the Financial Years Under Review,
respectively. Infineon Technologies (Malaysia) Sdn Bhd and Customer A have been our
customers for the past 6 years and 10 years, respectively. Our Group's sales to Infineon
Technologies (Malaysia) Sdn Bhd and Customer A are transacted based on purchase order
basis. In the event these top 2 major customers cease to purchase our products and services,
we may experience reduction in purchase orders which could result in a loss of revenue, if we
are not be able to replace these customers with new customers or with additional orders from
existing customers in a timely manner. Please refer to Section 9.1.1 of this Prospectus for the
risk factor involving our dependency on our top 2 major customers.
Our top 5 major suppliers for the purchase of materials and services for the Financial Years
Under Review are as follows:
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Notes:
* The length of relationship was calculated based on the date of first purchase order
issued by our Group.
^ The names of these major suppliers have not been disclosed as our Group had sought
consent from these major suppliers for disclosure of the information required in this
Prospectus but such consent had not been granted.
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We purchased surface micro etching services from Supplier D in the FYE 2020. As we
further enhanced the CSP carrier production process during the FYE 2021, we further
eliminated the need to perform surface micro etching process and consequently ceased
purchasing these services from Supplier D in the FYE 2021.
(vii) Company X is also our customer for the FYE 2022. Further details on Company X are
as set out in Section 7.6 Note (vii).
We are not dependent on any of our top 5 major suppliers as we are able to source the same
supplies from alternative suppliers at similar prices. The products and services supplied by our
top 5 major suppliers are commonly available electronic products such as PCBs, connectors
and sockets that can be sourced locally or overseas, as well as fabrication works readily
available in Malaysia.
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The typical process flows for our Group's 3 main principal activities are as follows:
New customers
Upon the receipt of sales enquiries from customers, we will initiate discussions
with them to understand the detailed specifications and requirements which are
based on the type of IC packages and type of reliability tests to be conducted,
the IC burn-in system used by our customers and applications of the end-
products for PCBs. We will submit our Group's profile and quotations for our
customer to be listed in their approved vendor list.
Existing customers
Upon the receipt of sales enquiries from customers, we will initiate discussions
with them to understand the detailed specifications and requirements. We will
design the configuration of IC burn-in boards and PCBs, and create prototypes
(if required by our customers) based on the discussions to meet our customers'
specifications and requirements, and thereafter submit quotations to our
customers.
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(ii) Procurement
Upon receiving purchase orders, we will forward the designs of the IC burn-in
boards and PCBs to our subcontractors for the fabrication of PCBs, surface
mounting or wave soldering to affix the test sockets and electronics
components. We will also source contact terminals, metal brackets and
heatsink from our suppliers, which will be assembled by our in-house technical
personnel onto the IC burn-in boards or PCBs received from our sub-
contractors. The incoming supplies will undergo quality checks before they are
stored in our inventory. Incoming supplies with incorrect specifications or with
defects will be returned to our subcontractors and suppliers.
IC burn-in boards
Upon the receipt of PCBs, contact terminals, metal brackets and heatsink, we
will assemble the contact terminals, metal brackets and heatsink onto the
fabricated PCBs based on the designs of the IC burn-in boards. Thereafter the
IC burn-in boards will undergo quality control inspections on the contact
terminals, metal brackets and heatsink installed, soldering and screwing
quality using microscope, as well as electrical connectivity using test meter.
Upon the completion of quality control inspections, we will attach Kapton tape
on both sides of the IC burn-in boards gold finger to protect from contamination
and oxidation, prior to packing and delivery to customers.
PCBs
Upon the receipt of PCBs, we will conduct quality control inspections which
include visual inspection and electrical testing as and when required, prior to
packing and delivery to our customers.
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New customers
Upon the receipt of sales enquiries from customers, we will initiate discussions
with them to understand the detailed specifications and requirements of the IC
assembly and test consumables. We will submit our Group's profile and
quotations for our customer to be listed in their approved vendor list.
Thereafter, we will design the IC assembly and test consumables, and create
prototypes based on the discussions to meet our customers' specifications and
requirements, and thereafter submit the prototypes for our customers' supplier
qualification processes. Upon the evaluation and approval on the quality of our
IC assembly and test consumables, our Group will be listed as a qualified
supplier for IC assembly and test consumables by our customers.
Existing customers
Upon the receipt of sales enquiries from customers, we will initiate discussions
with them to understand the detailed specifications and requirements. We will
design the IC assembly and test consumables, and create prototypes for every
new IC assembly and test consumables model based on the discussions to
meet our customers' specifications and requirements, and thereafter submit
quotations to our customers.
(ii) Procurement
Upon receiving purchase orders, we will proceed to source for supplies from
our suppliers. We will also forward the designs of the IC assembly and test
consumables to our subcontractors for processes such as fabrication, and
surface finishing. The incoming supplies will undergo quality checks before
they are stored in our inventory. Supplies with incorrect specifications or with
defects will be returned to our suppliers.
CSP carriers
The in-house production process of CSP carriers begin with micro fiducial
printing on bare metal plates sourced from suppliers, using the silk screen
printing machine and is based on the design of the CSP carriers. Thereafter,
the CSP carriers will be cured and undergo laser marking of 2D barcodes using
the laser mark machine which will embed information such as production date,
serial number and our Group's ID.
The 2D barcodes on the CSP carriers will be checked using a code reader to
ensure readability, and our system database will validate the 2D barcodes and
ensure that there is no duplication of 2D barcodes. Subsequently, the CSP
carriers will undergo quality control inspections, where the micro fiducial marks
on the CSP carriers will be inspected using the automated visual inspection
system (dimensional pattern inspection) and undergo visual inspection for
contaminations. The CSP carriers will be cleaned using an elastomer roller if
contaminants are spotted.
Thereafter, the CSP carriers will be individually packed into protective bags to
protect the micro fiducial marks before they are labelled and delivered to
customers.
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Upon the receipt of other types of IC assembly and test consumables, we will
conduct visual inspection, prior to packing and delivery to our customers.
We will also receive sales enquiries for the refurbishment of IC assembly and test
consumables, in which we will request our customers to deliver the used IC assembly
and test consumables to our factory.
Upon the receipt of IC assembly and test consumables from customers, we will proceed
with in-house refurbishment processes for the respective IC assembly and test
consumables which differ from one to another. Please refer to Section 7.2(ii) of this
Prospectus for information on the respective refurbishment processes of the IC
assembly and test consumables.
(i) Sales
Upon the receipt of sales enquiries from our customers, we will initiate
discussions with them to understand the detailed specifications and
requirements. We will create conceptual designs based on the discussions to
meet the specifications and requirements, and thereafter submit proposals with
our quotations.
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(ii) Design
Once the proposals are approved and we received the purchase orders, we
will begin the mechanical designing of the ATE and factory automation where
we translate the conceptual designs into 2D and 3D mechanical drawings by
considering the dimensions, tolerances, ergonomics, design for
manufacturability and costs. Bill of material lists will be generated upon the
completion of the mechanical designing process.
We will also develop the motion control and / or vision inspection algorithm
which are compatible to the ATE and factory automation.
(iii) Procurement
We will forward the 2D drawings of the ATE and factory automation to our
subcontractors for the fabrication of internal precision parts such as base
plates, shafts, brackets, push pins, bearing housings, cylinder brackets, motor
housings, as well as metal structure. We will also source parts and components
such as motors, cameras, actuators, pneumatic cylinders, bearings, sensors,
industrial personal computers and driver cards from our suppliers. The
incoming supplies will undergo quality checks before they are stored in our
inventory. Incoming supplies with incorrect specifications or with defects will
be returned to our subcontractors and suppliers.
We will assemble the internal precision parts into the metal structure of the
ATE and factory automation in-house, and our subcontracted wiring
technicians will assemble the electrical wires into the ATE and factory
automation. Thereafter, we will integrate the motion control and / or vision
inspection algorithm with the ATE and factory automation, and set up and
commission the ATE and factory automation, all of which will be done in-house.
Factory acceptance test will be conducted prior to the shipment of the ATE and
factory automation to customers. Upon arriving at customers' site, we will install
and commission the ATE and factory automation, and site acceptance test will
be conducted as an official handover.
(v) After-sales
As part of our Group's commitment to ensure the quality of our products, we have
established quality control procedures and quality management systems within our
business processes. This is to ensure that our products consistently meet our
customers' desired specifications and requirements, so as to uphold our commitment
in providing quality products to our customers.
The quality standards that our Group adheres to is attested by our quality control
procedures as disclosed in Section 7.8 of this Prospectus.
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As a testament to our Group's emphasis and commitment to the quality of our products,
we have received the following internationally-recognised quality certifications:
Company Standard / Certification Date Current Scope of certification
Certification body first validity
awarded period
ETSB ISO Warringtonfire 20 17 Manufacturing of CSP
9001:2015 Testing and January January metal carrier substrate,
Quality Certification 2016 2022 – aging PCB and
Management Limited t/a BM 19 industrial material
System TRADA Chiltern January (substrate cleaner,
House 2025 automation parts,
electronics part and
accessories) and CAM
(software) conversion
services
DTSB ISO Warringtonfire 20 17 Supply of industrial
9001:2015 Testing and January January material (such as
Quality Certification 2016 2022 – metal carrier
Management Limited t/a BM 19 substrate,
System TRADA Chiltern January semiconductor tape
House 2025 and accessories) and
cleaning services
7.10 TECHNOLOGY
Our Group adopts the following technologies for our business:
Technology Description
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We did not experience any major interruption from the sourcing of services and supplies in the
Financial Years Under Review.
The details of the main supplies that we purchased for the Financial Years Under Review are
as follows:
FYE 2019 FYE 2020 FYE 2021 FYE 2022
RM'000 % RM'000 % RM'000 % RM'000 %
Subcontracted works:
PCB fabrication 2,538 36.39 2,567 29.66 3,422 32.59 3,544 26.11
Metal fabrication works 1,790 25.67 2,437 28.16 1,915 18.24 1,796 13.24
Plating and soldering works 1,617 23.19 1,314 15.18 817 7.78 799 5.89
Collet and testing probe pin 108 1.55 296 3.42 144 1.37 82 0.60
fabrication
Connectors and sockets 318 4.56 575 6.65 1,790 17.04 1,861 13.72
Automation components 234 3.36 518 5.98 912 8.69 4,496 33.13
Vision software and hardware - - 89 1.02 569 5.42 220 1.62
Steel and plastic materials 98 1.40 159 1.83 231 2.20 120 0.88
Operating supplies and MRO 193 2.77 175 2.02 213 2.03 191 1.41
Cleanroom consumables 5 0.07 418 4.83 190 1.81 165 1.22
Electronic components 42 0.60 86 1.00 162 1.54 274 2.02
Others(1) 31 0.44 21 0.25 136 1.29 21 0.16
Total purchases 6,974 100.00 8,655 100.00 10,501 100.00 13,569 100.00
Note:
(1) Others comprise cutting tools and boards, solder wire and paste, among others.
For clarification purposes, the increase in the purchase of automation components was due to
the order received from Company X in which our Group functions as a subcontractor for the
assembly of ATEs to Company X. Please refer to Section 7.6 of this Prospectus for further
details on Company X.
7.12 OPERATING CAPACITY AND UTILISATION
Our 3 main principal activities are:
(i) Design and assembly of IC burn-in boards and supply of PCBs;
(ii) Supply and refurbishment of IC assembly and test consumables; and
(iii) Design, development and assembly of ATE and factory automation.
Within these principal activities, the activities that are carried out in our factory which occupies
our manpower and production floor space in the Financial Years Under Review are:
(i) Assembly of IC burn-in boards;
(ii) Production of CSP carriers and refurbishment of PCB gold fingers; and
(iii) Assembly of ATE and factory automation.
Hence, the annual capacity, annual output and utilisation rate for these 3 activities are
computed, as follows:
(i) Assembly of IC burn-in boards
Upon receiving the fabricated PCBs from our subcontractors, we assemble contact
terminals, metal brackets and heatsinks into the PCBs to form the IC burn-in boards.
Our capacity for the assembly of IC burn-in boards is based on the manpower of our
factory in the Financial Years Under Review at 1 shift per day of 10.5 hours including
average overtime.
Hence, the annual capacity for the assembly of IC burn-in boards is calculated by
multiplying the following factors:
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Based on the parameters as stated above, our annual capacity, annual output and
utilisation rate for the assembly of IC burn-in boards in the Financial Years Under
Review are as follows:
IC burn-in boards FYE 2019 FYE 2020 FYE 2021 FYE 2022
Notes:
4 units of AOI;
approximately 30.30 units of CSP carrier produced in an hour based on an
average production cycle time of 1.98 minutes for each CSP carrier; and
total working hours of 10.5 hours per day, 5.5 working days per week and 52
weeks per year
Based on the parameters as stated above, our annual capacity, annual output and
utilisation rate for the production of CSP carriers in the Financial Years Under Review
are as follows:
CSP carriers FYE 2019 FYE 2020 FYE 2021 FYE 2022
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Our Group is also involved in the refurbishment of PCB gold fingers. Our capacity for
the refurbishment of PCB gold fingers is based on the manpower of our factory in the
Financial Years Under Review, 1 shift per day of 10.5 hours including average overtime
and the maximum refurbishment capacity of the machineries installed at our factory.
As at the LPD, the limitation factor of our production capacity is based on the number
of employees assigned to carry out refurbishment work. Hence, our annual
refurbishment capacity is calculated by multiplying the following factors:
the number of workers assigned to carry out refurbishment works for PCB gold
fingers;
total working hours of 10.5 hours per day, 5.5 working days per week and 52
weeks per year; and
an estimated duration of 25 hours per worker to complete the refurbishment of
1 PCB gold finger, which translates to a weekly refurbishment capacity of
approximately 2.3 PCB gold finger
Based on the parameters as stated above, our annual capacity, annual output and
utilisation rate for the refurbishment of PCB gold fingers in the Financial Years Under
Review are as follows:
PCB gold fingers FYE 2019(i) FYE 2020 FYE 2021 FYE 2022
Our Group assembles ATE and factory automation using the internal precision parts
and metal structures fabricated by our subcontractors, as well as parts and components
purchased from our suppliers. Our capacity for the assembly of ATE and factory
automation is based on the production floor space allocated for the assembly of ATE
and factory automation and 1 shift per day of 10.5 hours including average overtime.
Hence, our capacity for the assembly of ATE and factory automation is calculated
based on 1,000 sq. ft. of production floor space, total working hours of 10.5 hours per
day, 5.5 working days per week and 52 weeks per year. The production of ATE and
factory automation involves product design and development, sourcing of raw materials
(e.g. for machine parts, and surface treatment and finishing), fabrication by
subcontractors, assembly works, installation and commissioning works.
Due to the presence of the multiple stages and involvement of various resources in
each stage of the production of ATE and factory automation, it is difficult for our Group
to estimate the annual capacity based on the conventional measurement of capacity
using the abovementioned factors. However, based on our Group's past experience
and track record in the Financial Years Under Review, it takes approximately 4 months
to complete an ATE.
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Based on the abovementioned, our annual capacity, annual output and utilisation rate
for the assembly of ATE and factory automation in the Financial Years Under Review
are as follows:
ATE and factory FYE 2019 FYE 2020 FYE 2021 FYE 2022
automation
Notes:
(i) EVSB commenced operations in April 2019 when the company was
incorporated on 11 April 2019. With that, our Group has approximately 2
remaining cycles of 4 months for the FYE 2019. This brings the annual capacity
to 2 units that can be produced by our Group in the FYE 2019.
(ii) The increase in capacity arises from the relocation of our ATE assembly to Lot
9 Asasjaya in June 2022 which has a built-up area of approximately 4,000 sq.
ft.. With the enlarged floor space, we are able to assemble 4 units of ATE at
one point in time with a similar duration of approximately 4 months to complete
1 ATE. Hence, we estimate the annual capacity for our ATE in the FYE 2022
to be at 9 units based on the following assumptions:
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Our sales and marketing activities are spearheaded by Chin Yong Keong and Khong Chee
Seong, who oversee the planning and execution of sales and marketing activities. They are
assisted by our sales and marketing team who are responsible for attending to customers'
enquiries, preparing proposals and quotations, as well as following up with customers on
proposal acceptance. Our sales and marketing activities include:
Our sales and marketing team identifies IDMs and OSATs which can be our potential
customers. Thereafter we will approach these companies through cold calls and emails
to present our Group, range of product and service offerings, as well as our expertise
in engineering support for IC assembly and test processes in the semiconductor
industry.
For information purposes, our Group had first engaged with Richetec Inc during a
tradeshow and during the said engagement we learnt that Richetec Inc were involved
in the distribution of semiconductor machines and components in the Philippines
market. Thereafter, we further engaged with Richetec Inc on the possibility of us
working with them to market / distribute our Edelteq's product in the Philippines market
targeting several multinational companies ("MNCs") operating in the semiconductor
industry in Philippines. This will allow our Group to grow geographically on a faster
pace versus us setting up our own office.
Further, based on the IMR Report, the semiconductor industry is a major contributor to
Philippines' economy, whereby semiconductor components / devices contributed
47.60% to the country’s total exports in 2022. The export of semiconductor components
/ devices grew from PHP1.04 trillion (RM88.75 billion) in 2017 to PHP1.59 trillion
(RM128.41 billion) in 2022 at a CAGR of 8.86%.
As such, our Group had appointed Richetec Inc to aid in our penetration of the
Philippines market. We opined that having a distributor with a semiconductor
background and customer base could accelerate the market penetration in the
Philippines. As at the LPD, there have been no services secured or provided through
Richetec Inc. Further details of our distributorship agreement with Richetec Inc are set
out below:
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Note:
(1) Our Group intends to renew the appointment of Richetec Inc prior to its expiry.
Our Group first entered into an agreement with Richetec Inc on 1 January 2022.
For the avoidance of doubt, Richetec Inc's appointment only encompasses the
Philippines. Our Group's terms of appointment with Richetec Inc does not contain a
profit sharing and / or commission and is purely on a buy and sell basis.
We do not experience any material seasonality or cyclicality in our business as the demand for
our products and services are neither subject to seasonal fluctuations nor cyclical variations.
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7.15 EMPLOYEES
As at the LPD, we employ a total of 42 employees, all of which are permanent local employees. The table below sets out the breakdown of our
employees by business function or department for the Financial Years Under Review and as at the LPD:
Department / FYE 2019 FYE 2020 FYE 2021 FYE 2022 As at the LPD
Division
Permanent Contractual Permanent Contractual Permanent Contractual Permanent Contractual Permanent Contractual
local foreign local foreign local foreign local foreign local foreign
Executive Director 3 - 4 - 5 - 5 - 5 -
and Key Senior
Management
Engineering 3 - 4 - 7 - 10 - 10 -
Production 18 1 19 1 19 1 17 - 19 -
Finance 1 - 2 - 3 - 3 - 3 -
Human resource and 1 - 2 - 2 - 2 - 2 -
administration
Order fulfilment 1 - 2 - 2 - 1 - 1 -
Sales and marketing 2 - 2 - 2 - 1 - 1 -
Quality assurance and 1 - 1 - 1 - 1 - 1 -
quality control(1)
Total 30 1 36 1 41 1 40 - 42 -
Note:
(1) For clarification purpose, the functions of quality assurance and quality control are set out as below:
The quality assurance and quality control personnel is assigned to oversee the quality assurance and quality control processes undertaken by
the production workers during the course of carrying out their assembly, production and refurbishment works.
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As at the LPD, our Group has 16 engineers (out of which 11 engineers have the relevant
qualifications and 5 engineers have the relevant technical capabilities accruing from their
experience in the industry). Further details of the engineers segregated by business function or
department are set out below:
Engineering 10
Production 2
Total 16
As highlighted in Section 7.2 of this Prospectus, our Group is involved in the design,
development and / or assembly of IC burn-in boards, PCBs, IC assembly and test consumables,
ATE and factory automation equipment, in which these activities are mainly carried out in-house
by our Engineering and Production Department. For clarification purpose, our D&D and R&D
initiatives are led by Lee Kim Loon, our Engineering Director with the assistance of our
engineering team.
Notwithstanding that our Group has a low headcount of 29 workers in our Engineering and
Production Department, certain operational processes for our Group's business segment
generally involve the similar procedures and sharing of resources, which in turn allows our
Group to maintain the minimum headcount for such processes. For information purposes, the
base of an IC burn-board is made up of a PCB. Therefore, the direct labour for the design stage
of both IC burn-in boards and PCBs frequently overlaps as our Group's employees partake in
the design of multiple products. For instance, our engineers are able to partake in the design of
the configuration of the IC burn-in boards and / or PCBs according to our customers'
requirements. Our workers in Production Department will also be able to conduct electrical
testing or visual inspection of the IC burn-in boards and / or PCBs and / or IC assembly and
test consumables in-house. Furthermore, our Group also outsources certain processes (i.e.
fabrication of PCBs, internal precision parts and metal structure of the ATE and factory
automation equipment, as well as render surface finishing services and electrical wiring works)
to our subcontractors.
Moving forward, our Group plans to recruit the additional technical personnel to cope and attend
to the growing demand and orders particularly in the ATE segment. Notwithstanding the above,
our Group plans to adopt a prudent approach in increasing its manpower and will only do so
when justified by increases in orders and overall growth in the segment.
Based on the above, our Group has sufficient workers to undertake our principal activities and
we have not experienced any major shortage of workers that has materially disrupted our
business operations during the Financial Years Under Review and up to the LPD. None of our
employees, whether permanent or contractual, belong to any labour union. In the Financial
Years Under Review and up to the LPD, we have not experienced any strikes or other
disruptions due to labour disputes.
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We undertake D&D and R&D efforts primarily for the development of standard platform ATE
and factory automation, as well as refurbishment methods. Our D&D initiatives are led by Lee
Kim Loon, our Engineering Director with the assistance of our engineering team. Our D&D and
R&D initiatives are as follows:
Notes:
(1) These old products (which are not prototypes) had been designed and developed by
us during the Financial Years Under Review based on the specification required by our
customers, in which they were sold as final products upon completion. As such, there
was no R&D involved for these products and we did not incur any development cost for
the D&D of these products.
(2) These new products (which are prototypes) as highlighted in Section 7.4.2 of this
Prospectus will be developed and commercialised after the completion of the relevant
R&D activities. As such, there are development cost to be incurred for the R&D and
D&D of these products.
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Our R&D initiatives are carried out for new product development. Prior to FYE 2022, we did not
undertake any R&D activities nor record any R&D expenses.
Our D&D initiatives are continuous effort undertaken by our Group to design and develop
customised products according to the specific requirement of our customers. We did not record
any D&D expenses in the Financial Years Under Review as our past products (which are not
prototypes) have been designed and developed by us based on the specification required by
our customers in which they are sold as final products upon completion.
Notwithstanding the above, as highlighted in Section 7.4.2 of this Prospectus, we have identified
certain new products and services portfolio (which are prototypes) for ATE and IC assembly
and test consumables to be developed and commercialised after the completion of the relevant
R&D activities. As such, there are development cost to be incurred for the R&D and D&D of
these products.
The D&D tools that our Group utilises for the abovementioned D&D initiatives comprises
software such as Solidworks, Halcon 18.11 – Steady edition, Microsoft Visual Studio and
Neurocle (deep learning library). Please refer to Section 7.10 of this Prospectus for further
description on the abovementioned software.
Please refer to Section 7.4.2 of this Prospectus for further details on the new products and
services which we intend to develop which will be commercialised after the completion of the
relevant R&D activities.
Save for the temporary disruptions to our operations arising from the COVID-19 pandemic as
detailed below, our Group had not experienced any other interruptions in our operations which
had a significant effect on our operations.
7.17.1 Impact on our business operations arising from the COVID-19 pandemic
Being involved in the provision of engineering support for IC assembly and test
processes in the semiconductor industry, our Group is considered an essential service
provider. Save for a temporary disruption to our business from 18 March 2020 to 18
April 2020 (i.e. imposition of 1st MCO) whereby our operations were temporarily
suspended, our Group was allowed to operate while complying with the SOP (e.g.
reduced workforce capacity) outlined by MITI throughout the period. The reduction of
workforce capacity, as per MITI's SOP during this period, did not result in material
adverse impact to our business and operations. Since August 2021, we have been
operating at full workforce capacity after 80.00% of our employees obtained 2 doses of
vaccination, as outlined by MITI.
Beginning 1 April 2022, Malaysia entered into the "Transition to Endemic" phase.
Among the relaxed rules and SOP include the abolishment of restrictions on business
operating hours (i.e. business owners are allowed to set the hours of operation
according to the terms of their business licence) and the abolishment of limits on the
number of personnel allowed in workplace. Our business operations were not impacted
by the enforcement of the "Transition to Endemic" phase beginning 1 April 2022.
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There was no material adverse impact on our sales and delivery schedule during the
COVID-19 pandemic. As and when required, we had informed our customers of the
potential delay in delivery schedule and in view of the COVID-19 situation, our
customers did not initiate any penalty claims against our Group arising from the delay.
Outstanding orders arising from the temporary suspension of business operations
between 18 March 2020 and 18 April 2020 were fulfilled and delivered by June 2020.
Our sales activities have been able to continue to be carried out through online
meetings so we have not faced any major disruptions in our sales and marketing
activities. In addition, we did not face any shortages or material delays in the receipt of
supplies.
Further, there were no material impact on our sales, delivery and receipt of supplies
upon the enforcement of the "Transition to Endemic" phase beginning 1 April 2022.
7.17.3 Impact on our business cash flows, liquidity, financial position and financial
performance
Despite the temporary suspension of business operations between 18 March 2020 and
18 April 2020, all outstanding orders recorded during this period were fulfilled and
delivered by June 2020. Save as disclosed above, we have been allowed to operate
and all orders were fulfilled in accordance with the intended delivery schedule. Hence,
there were no material impact to our revenue recognition for the FYE 2020 and FYE
2021.
Further, there was no material impact to our business cash flows, liquidity, financial
position and financial performance upon the enforcement of the "Transition to Endemic"
phase beginning 1 April 2022.
In response to the COVID-19 pandemic, our Group has established a standard safety
protocol that outlines several infection control measures based on the guidelines and
SOP issued by MITI, to protect employees and customers against COVID-19 infection.
As at the LPD, measures in the standard safety protocol undertaken by our Group
include:
(ii) frequent sanitising and washing of hands prior to entering our business
premises and work places; and
(iii) sanitising all common areas of our business premises and work places;
To comply with the SOPs imposed since March 2020, our Group has incurred costs
amounting to approximately RM47,000 for COVID-19 related expenses such as
purchase of face masks and disinfection liquid, sprays and hand sanitisers, COVID-19
tests undertaken by our employees and vaccinations for employees, which is not
material to our Group during the Financial Years Under Review. As at the LPD, there
has been no actions taken or penalties issued by the relevant authorities for breach of
any laws relating to COVID-19 restrictions and / or SOPs.
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201901033362(1342692-X)
As at the LPD, we hold the following major approvals, licences and permits for our business operations:
No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
1. ETSB Manufacturing MITI A024485 Issue date (i) Site: Lot 11 Asasjaya. Noted
licence for Lot 11 30 June 2022
Asasjaya for: (ii) MITI and MIDA must be notified of any Complied
Validity period sale of the shares in the company.
(i) stainless-steel Not applicable
carrier for (iii) The company shall train Malaysian Complied
advanced citizen in order to transfer technology
wafer level and knowhow to every level of the
integrated employee structure.
circuit and
semiconductor (iv) The company shall ensure that its Complied
devices capital complies with the ratio of capital
(ii) chip aging test investment per employee (CIPE) of not
board less than RM140,000 for each
employee employed.
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201901033362 (1342692-X)
No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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Registration No.
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201901033362 (1342692-X)
No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
5. EVSB Manufacturing Royal P78G6 Issue date (i) Issuance of this licence is subjected to Noted
warehouse licence Malaysian 201900000035 21 November conditions imposed by the Director
for Lot 9 Asasjaya: Customs 2022 General of Customs under Customs
Department Act 1967, Sales Tax Act 1972, Service
(i) reel auto Validity period Act 1975 and Excise Act 1976.
changer and 1 December
cassette loader 2022 to 30 (ii) Renewal of the licence shall be made to Complied
(ii) automated November the Customs Office in writing / online at
inspection 2024 least 1 month before the expiry date of
machine the existing licence and subject to any
(iii) parts for condition imposed by the Director
semiconductor General of Customs. Particulars of the
machine renewal of the licence will be
(iv) factory automatically updated in the
automation department’s database.
system
(v) test board (iii) No goods other than goods specified in Complied
(PCBA) the licence may be stored in any
licensed warehouse, duty free shop or
inland clearance depot.
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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No. 201901033362 (1342692-X)
201901033362 (1342692-X)
No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
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Registration No.
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201901033362 (1342692-X)
No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
10. ETMSB Business and MBSP PRI/01/20220315/ Issue date Nil Not
signage licence for 3284 29 December applicable
No. 20, Ground Floor, 2022
Lorong Impian Ria 4,
Taman Impian Ria, Validity period
14000 Bukit 29 December
Mertajam, Pulau 2022 to 31
Pinang for: December
2023
(i) business office
(ii) advertisement
11. Chin Yuen Wholesaler's poisons Director 011186 Issue date (i) The sale of the poisons is only allowed Complied
Fong licence (Type B General of 26 January in the approved premises as stipulated
licence) to import, Health of 2023 in this licence and the storage of
store and sell by Penang poisons is only allowed in the store
wholesale such Validity period located in Lot 11 Asasjaya.
poisons specified as 26 January
follows: 2023 to 31 (ii) The licence holder is only allowed to Complied
December sell / store poisons as stipulated in this
(a) chloral: Its 2023 licence after receiving written signed
condensation order from purchaser / user that
products, its contains information such as purpose
addition of purchase / usage.
products; their
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
he shall:
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No. Company Description of Approving Certificate No. / Issuance Major conditions imposed Status of
certificate / authority Registration No. date / compliance
licence / permit / Validity
Licence No. / period
Permit No. /
Reference No.
In addition to the abovementioned major approvals, licences and permits for our business operations, pursuant to a letter dated 30 May 2022 issued by MIDA to
EVSB, EVSB is exempted from procuring a manufacturing licence pursuant to the Industrial Co-ordination Act 1975 for its manufacturing activity of reel auto
changer and cassette loader, automated inspection machine, parts for semiconductor machines and factory automation system at Lot 9 Asasjaya. However, in the
event EVSB has shareholders' fund of more than RM2,500,000 and 75 full time employees, EVSB is required to apply for a manufacturing licence pursuant to the
Industrial Co-ordination Act 1975. For clarification, as at the FYE 2022, EVSB has shareholders’ fund of RM441,821 and 14 full time employees.
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
No. Registered/ Title details Description / Category of land Restriction in Date of Land area# Net book
Beneficial Existing use use / Express interest / acquisition value as
owner condition of land Material at 31
/ encumbrances December
Tenure of land 2022
sq. ft RM'000
1. Edelteq(1) H.S.(D) 51229, Description Category of land Restrictions in 24 August 63,745.70 3,490
PT 6139, Vacant land use interest 2020
Mukim 13, Industry This land is
Daerah Existing use restricted from
Seberang Perai Commenced Express condition being transferred,
Selatan, Negeri construction in of land charged, leased,
Pulau Pinang January 2023 (i) This land shall subleased, tenanted
be used for the or involved in any
Intended use purposes of business without the
Proposed Batu automation written consent of
Kawan Factory solution, the state authority
semiconductor
parts and Material
precision encumbrances
manufacturing Charged to Hong
only Leong Islamic Bank
Berhad on 30
(ii) The first September 2022(2)
owner after
PDC shall,
within 2 years
from the date
of the
registration of
the transfer or
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No. Registered/ Title details Description / Category of land Restriction in Date of Land area# Net book
Beneficial Existing use use / Express interest / acquisition value as
owner condition of land Material at 31
/ encumbrances December
Tenure of land 2022
sq. ft RM'000
any approved
period by the
state
authority, build
a factory or
factories on
this land as
approved by
the state
authority
Tenure of land
60 years expiring
on 4 July 2082
(remaining tenure
of 59 years as at
the LPD)
Notes:
# Conversion of original measurement for property in sq. m. to sq. ft. at 1 sq. m. = 10.7639 sq. ft.
(1) By virtue of the Sale and Purchase Agreement dated 24 August 2020 entered into between Edelteq (as purchaser) and PDC (as vendor) for the
acquisition of the Batu Kawan Land for a cash consideration of RM3,314,776.40. On 5 July 2022, the issue document of title in respect of the Batu
Kawan Land has been issued under the name of PDC. On 20 September 2022, the solicitors of Edelteq have submitted the issue document of
title and the Memorandum of Transfer (Borang 14A) dated 6 September 2022 together with all other relevant documents to the land registry for
registration and transfer of ownership of the Batu Kawan Land in favour of Edelteq. The transaction was completed on 8 April 2021 and the issue
document of title has been registered in favour of our Company on 20 September 2022.
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(2) On 5 July 2022, the issue document of title in respect of the Batu Kawan Land has been issued. The solicitors of Edelteq have on 13 September
2022 submitted an application to the state authority for the consent to charge in favour of Hong Leong Islamic Bank Berhad. The state authority
consent to charge has subsequently been issued and the registration of the Memorandum of Charge in favour of Hong Leong Islamic Bank Berhad
has been registered on 30 September 2022.
A summary of the properties owned by our Group as at the LPD are as follows:
No. Registered Title details / Description / Category of Restriction in Date of Land area / Date of Net book
owner Property address Existing use land use / interest / acquisition / Gross Issuance of value as
Express Material Approximate built-up CF / CCC at 31
condition of encumbrances age of area# December
land use / building 2022
Tenure of
Property
Years sq. ft. RM'000
1. ETMSB Title details Description Category of Restriction in Date of Land area 9 July 1998 196
(i) GM 3232, Lot Double-storey land use interest acquisition 1,194.79
10037, Mukim 14, shop office Building Nil 18 April 2013
Daerah Seberang Gross built-
Perai Tengah, Existing use Express Material Approximate up area
Negeri Pulau Vacant condition of encumbrances age of building 2,260.63
Pinang land use Nil 24
(ii) GM 3350, Lot This land
10169, Mukim 14, shall be used
Daerah Seberang for business
Perai Tengah, purposes
Negeri Pulau only
Pinang
Tenure
Property address Freehold
No. 4, Lorong Impian
Ria 6, Taman Impian
Ria 14000 Bukit
Mertajam, Pulau
Pinang
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
No. Registered Title details / Description / Category of Restriction in Date of Land area / Date of Net book
owner Property address Existing use land use / interest / acquisition / Gross Issuance of value as
Express Material Approximate built-up CF / CCC at 31
condition of encumbrances age of area# December
land use / building 2022
Tenure of
Property
Years sq. ft. RM'000
2. ETMSB Title details Description Category of Restriction in Date of Land area 29 352
GM 1425, Lot 6593, Double-storey land use interest acquisition 1,194.79 November
Mukim 14, Daerah shop office Building Nil 22 July 2015 1997
Seberang Perai Gross built-
Tengah, Negeri Pulau Existing use Express Material Approximate up area
Pinang (i) Ground condition of encumbrances age of building 2,250.07
floor is land use Nil 25
Property address rented to This land
No. 18, Lorong Impian CESB used shall be used
Ria 4 as its office for business
Taman Impian Ria purposes purposes
14000 Bukit (ii) First floor is only
Mertajam, Pulau rented to
Pinang DTSB used Tenure
as its office Freehold
purposes
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No. Registered Title details / Description / Category of Restriction in Date of Land area / Date of Net book
owner Property address Existing use land use / interest / acquisition / Gross Issuance of value as
Express Material Approximate built-up CF / CCC at 31
condition of encumbrances age of area# December
land use / building 2022
Tenure of
Property
Years sq. ft. RM'000
3. ETMSB Title details Description Category of Restriction in Date of Land area 29 352
GM 1426, Lot 6594, Double-storey land use interest acquisition 1,194.79 November
Mukim 14, Daerah shop office Building Nil 22 July 2015 1997
Seberang Perai Gross built-
Tengah, Negeri Pulau Existing use Express Material Approximate up area
Pinang (i) Ground condition of encumbrances age of building 2,250.07
floor is used as land use Nil 25
Property address ETMSB’s office This land
No. 20, Lorong Impian (ii) First shall be used
Ria 4 floor is rented to for business
Taman Impian Ria Edelteq used purposes
14000 Bukit as our Group’s only
Mertajam, Pulau head office Tenure
Pinang Freehold
4. ETMSB Title details Description Category of Restriction in Date of Land area 29 352
GM 1427, Lot 6595, Double-storey land use interest acquisition 1,194.79 November
Mukim 14, Daerah shop office Building Nil 22 July 2015 1997
Seberang Perai Gross built-
Tengah, Negeri Pulau Existing use Express Material Approximate up area
Pinang Rented to condition of encumbrances age of building 2,250.07
ETSB used as land use Nil 25
Property address its office This land
No. 22, Lorong Impian purposes shall be used
Ria 4 for business
Taman Impian Ria purposes
14000 Bukit only
Mertajam, Pulau
Pinang Tenure
Freehold
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201901033362 (1342692-X)
No. Registered Title details / Description / Category of Restriction in Date of Land area / Date of Net book
owner Property address Existing use land use / interest / acquisition / Gross Issuance of value as
Express Material Approximate built-up CF / CCC at 31
condition of encumbrances age of area# December
land use / building 2022
Tenure of
Property
Years sq. ft. RM'000
5. ETMSB Title details Description Category of Restriction in Date of Land area 6 March 3,225
GM 4281, Lot 50517, 4-storey shop land use interest acquisition 1,679.17 2019
Mukim 11, Daerah office Building Nil 16 April 2018
Seberang Perai Gross built-
Tengah, Negeri Pulau Existing use Express Material Approximate up area
Pinang (i) Ground and condition of encumbrances age of building 6,705.41
first floors land use Nil 3
Property address are rented This land
No. 9 Jalan Juru to Smilebay shall be used
Sentral Dental Sdn for business
14000 Bukit Bhd used purposes
Mertajam, Pulau as a dental only
Pinang clinic
(ii) Second Tenure
floor is Freehold
vacant and
intended to
be rented
out to third
party
(iii) Third floor
is rented to
Chillmate
Sdn Bhd
used as a
health food
cafe
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Registration No.
No. 201901033362 (1342692-X)
201901033362 (1342692-X)
Note:
# Conversion of original measurement for land in sq. m. to sq. ft.at 1 sq. m.= 10.7639 sq. ft. or square millimetres to sq. ft. at 1 sq. ft. = 92,903 square
millimetres, where applicable.
A summary of the properties rented by our Group from third party as at the LPD are as follows:
No. Landlord Tenant Property address Description / Land area# / Gross Tenure of the Rental per Date of
Existing use built-up area^ tenancy annum Issuance of
CF / CCC
sq. ft
1. Meganes EVSB No. 9, Lorong Description Land area 2 years from 1 RM60,000 (based 5 January
Technology Asasjaya 19, Double-storey 6,070.85 February 2022 to 31 on a monthly rental 2016
Sdn Bhd Kawasan Industri semi-detached January 2024 with of RM5,000)
Ringan Asasjaya, light industry Gross built-up area an option to renew
14000 Bukit factory 3,965.42 for a further 1 year
Mertajam, Pulau
Pinang Existing use
Used as
manufacturing
site and office for
EVSB
2. Meganes ETSB No. 11, Lorong Description Land area 2 years from 1 RM60,000 (based 5 January
Technology Asasjaya 19, Double-storey 6,060.08 February 2022 to 31 on a monthly rental 2016
Sdn Bhd Kawasan Industri semi-detached January 2024 with of RM5,000)
Ringan Asasjaya, light industry Gross built-up area an option to renew
14000 Bukit factory 3,965.42 for a further 1 year
Mertajam, Pulau
Pinang Existing use
Used as
manufacturing
site and office for
ETSB
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Notes:
# Conversion of original measurement for land in sq. m. to sq. ft. at 1 sq.m. = 10.7639 sq. ft..
^ Conversion of the original measurement for properties in square millimetres to sq. ft. at 1 sq. ft. = 92,903 square millimetres.
As at the LPD, our Group are in compliance with the relevant laws, regulations, rules or requirements governing the properties owned and rented by our
Group.
7.19.4 Properties rented to third party
A summary of the properties rented to third party as at the LPD are as follows:
No. Landlord Tenant Property address Description / Tenanted built-up Tenure of the Rental per Date of
Existing use area^ tenancy annum Issuance of
CF / CCC
sq.ft. RM
1. ETMSB Smilebay No. 9 Jalan Juru Description 3,352.71 3 years from 7 May 173,880 (based on 6 March 2019
Dental Sentral Ground and first 2022 to 6 May 2025 a monthly rental of
Sdn Bhd 14000 Bukit floors of a 4- with an option to 14,490)
Mertajam, Pulau storey shop renew for a further
Pinang office term of 3 years
Existing use
Used as a dental
clinic
2. ETMSB Chillmate No. 9 Jalan Juru Description 1,676.35 3 years from 5 July 50,400 (based on a 6 March 2019
Sdn Bhd Sentral Third floor of a 4- 2022 to 4 July 2025 monthly rental of
14000 Bukit storey shop with an option to 4,200)
Mertajam, Pulau office renew for a further
Pinang term of 3 years
Existing use
Used as a health
food cafe
Note:
^ Conversion of the original measurement for properties in square millimetres to sq. ft. at 1 sq. ft. = 92,903 square millimetres, where applicable.
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